TERMS & CONDITIONS

Terms & Conditions of Use

THESE TERMS AND CONDITIONS OF USE (“Terms of Use”) ARE LEGALLY BINDING AND GOVERN THE AGREEMENT BETWEEN YOU AND WAHL SE ASIA PTE. LTD. (“we”, “us”, “our”) THAT YOU FORM BY ACCESSING ANY AREA OF SG.WAHL.COM OR ANY AREAS OF SITES THAT LINK TO THESE TERMS OF USE (“Site”). YOUR CONTINUED ACCESS OR USE OF THE SITE FOLLOWING CHANGES TO THESE TERMS OF USE WILL CONSTITUTE YOUR ACCEPTANCE OF ANY CHANGES TO OUR TERMS OF USE. THE TERMS OF USE INCLUDE PROVISIONS FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

THESE TERMS OF USE INCLUDE AN AGREEMENT TO MANDATORY INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO THIS SITE, THE USE OF OUR SERVICES, PURCHASE OF PRODUCTS, OR THESE TERMS OF USE, AND, SHOULD YOU MAKE A PURCHASE THROUGH THE SITE, THE TERMS OF SALE, TO BINDING ARBITRATION RATHER THAN PROCEEDING IN COURT. YOU MAY OPT-OUT OF THIS MANDATORY ARBITRATION AGREEMENT ONLY BY FOLLOWING THE PROCEDURES BELOW.

BY ACCESSING THE SITE, YOU WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD.

1. ACCESSING AND USING OUR SITE.

We reserve the right to amend, update and withdraw the Site, and any service or content we provide on the Site, in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Site is unavailable at any time or for any period.

If you are provided with a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. Any accounts you create are personal to you and you must not provide any other person with access to this Site or portions of it using your user name, password, or other security information. You must notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Our Site is intended for personal, non-commercial use and you are prohibited from exploiting it in connection with any business or commercial purpose.

2. SITE CONTENT AND INTELLECTUAL PROPERTY RIGHTS

The Site and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by us, our licensors, or other providers of such material. Subject to your compliance with these Terms of Use, you are granted a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Site. The licenses granted by us terminate if you do not comply with these Terms of Use.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Site in breach of the Terms of Use, you are prohibited from accessing the Site and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are retained by us or our licensors or other rights holders. Any use of the Site not expressly permitted by these Terms of Use is a breach of these Terms of Use. You must not use, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Site unless authorized under these Terms of Use.

You must not use our name, marks, logos, or related names, logos, product and service names, designs, or slogans without our prior written permission.

3. USER CONTENT

We may include features on the Site that allow you to share your communications, information, photos or other content (“User Content”) with us and with other users of the Site. You must not send, upload or transmit any User Content of any type that infringes or violates any rights of any party or violates these Terms of Use. By providing any User Content on the Site, you grant us a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display such User Content anywhere in the world and through any media for any purpose.

You represent and warrant that:

You own or control all rights in and to the User Content and have the right to grant the license granted above.
All of your User Content does and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you, not we, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

4. PERSONAL DATA

You may be required to provide your personal data in the process of accessing or using the Site. We will collect, use and disclose your personal data in accordance with our Privacy Policy. For further information on how we handle and protect your personal data, please refer to our Privacy Policy.

5. PROHIBITED USES

You may use the Site only for lawful purposes and in accordance with these Terms of Use. You must not use the Site:

In any way that violates any applicable local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from Singapore or other countries).
To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “spam,” or any other similar solicitation.
To impersonate or attempt to impersonate us, any of our employees, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Site, or which, as determined by us, may harm us or users of the Site, or expose them to liability.
To transmit, post, publish or send any unlawful, threatening, defamatory, obscene, scandalous, deceptive, fraudulent, tortious, obscene, pornographic, inflammatory, profane or infringing material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law.
To express or imply that we endorse any statement or posting you make, or any products or services you may offer.

Additionally, you must not:

Use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.
Use any device, software, or routine that interferes with the proper working of the Site.
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site.
Otherwise attempt to interfere with the proper working of the Site.
Reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Site.
Remove any copyright, trademark or other proprietary rights notices from the Site or from materials originating from the Site.

6. ENFORCEMENT AND TERMINATION OF SITE USE

We have the right to remove or refuse to post any User Content for any reason in our sole discretion. In addition, we have the right to:

Disclose your identity or other information about you (1) to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy and (2) as applicable to cooperate with any law enforcement authorities or court order.
Take appropriate legal action for any illegal or unauthorized use of the Site.
Terminate or suspend your access to all or part of the Site for any reason.

7. INDEMNIFICATION

Except to the extent prohibited by law, you agree to defend, indemnify, and hold us, our officers, directors, employees, agents, licensors and suppliers, harmless from and against any claims, actions or demands, costs, liabilities, and settlements including without limitation, reasonable legal and accounting fees, arising out of your use of or activities in connection with the Site or any allegation that User Content from you infringes or violates the intellectual property rights of others, or that otherwise arises out of your violation of these Terms of Use.

8. ONLINE PURCHASES

All purchases through the Site or other transactions for the sale of goods or services formed through the Site are governed by the Terms of Sale, which are also subject to the following sections 9-16 of these Terms of Use.

9. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

Our “how to” guides for cutting hair including care instructions for pets, and other information about grooming, is made available solely for general information purposes. Any general grooming information is not intended to be construed as or be a substitute for professional medical advice, diagnosis or treatment. Always seek the advice of your physician or other qualified health provider or veterinarian as applicable with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of anything on or associated with the Site.

We do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Site for any reconstruction of any lost data.

The Site may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, aggregators, and/or reporting services. All statements expressed in these materials, and all articles and responses to questions and other content, other than the content provided by us, are solely the opinions and the responsibility of the person or entity providing those materials.

If the Site contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

WE DO NOT EXTEND ANY WARRANTIES IN THE TERMS OF USE, OR AS APPLICABLE, THE TERMS OF SALE. AT YOUR OPTION, WE WILL HONOR THE PRODUCT WARRANTIES WE POST HERE OR ANY WARRANTIES THAT MAY BE PROVIDED TO YOU WITH A PARTICULAR PRODUCT YOU HAVE PURCHASED FROM US.

ANY LIABILITY ARISING UNDER OR RELATING TO THE TERMS OF USE OR AS APPLICABLE THE TERMS OF SALE, OUR PRODUCTS, OR OUR SITE SHALL BE LIMITED TO THE GREATER OF USD 1,000 OR THE PURCHASE PRICE YOU PAID FOR THE PRODUCT THAT GAVE RISE TO THE LIABILITY. TO THE GREATEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES REGARDLESS OF THE LEGAL THEORY UNDER WHICH A CLAIM IS BROUGHT.

10. GOVERNING LAW AND VENUE

You agree to give us an opportunity to resolve any problem, dispute or claim relating in any way to the Site or any of its related applications or products/services, including any dealings with us, our marketing and customer service agents, or the performance of any services or products offered through the Site or any representations from us (each a “Claim” and collectively “Claims”). You must send us a written notice of the Claim by email to customerservice@wahlsea.com with the subject line: “Terms of Use – Dispute Notice”. You and us each agree to negotiate your Claim in good faith. If we cannot resolve your Claim within 60 days of receiving your notice at this address, you may pursue your Claim as explained in this section.

The Terms of Use and the provision of our services or products through our Terms of Sale will be governed and interpreted pursuant to the laws of Singapore, without reference to conflict of law rules.

11. ARBITRATION

Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which SIAC Rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator jointly nominated by the parties, or failing such joint nomination, by the Chairman for the time being of the SIAC. The language of the arbitration, including all written documents provided in such arbitration, shall be English.

12. NO WAIVER

No waiver of any term of these Terms of Use or the Terms of Sale shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under the Terms of Use or Terms of Sale shall not constitute a waiver of such right or provision.

13. MISCELLANEOUS

If any part of these Terms of Use or the Terms of Sale is unlawful, void, or unenforceable, solely that part, to the minimum extent possible, will be deemed severable, and will not affect the validity or enforceability of any remaining provisions. Specific services, promotions and sections of this Site may include additional terms and requirements, and those additional terms and requirements will supplement these Terms of Use and Terms of Sale with respect to the items to which they apply. We may revise or modify this Site, these Terms of Use, the Terms of Sale, products, product information or pricing without notice. Your continued access or use of the Site following changes and modifications to these Terms of Use will constitute your acceptance of any such changes and modifications. If you do not agree to the new Terms, you must stop accessing or using the Site.

14. RIGHTS OF THIRD PARTIES

A person or entity who is not a party to these Terms of Use or the Terms of Sale shall have no right under the applicable laws to enforce any terms of these Terms.

15. FORCE MAJEURE

We shall not be liable for non-performance, error, interruption or delay in the performance of our obligations under these Terms if this is due, in whole or in part, directly or indirectly, to an event or failure which is unavoidable, beyond our reasonable control or which renders impossible the performance of such obligation.

16. ENFORCEMENT AND SEVERABILITY

Our failure to enforce any right or provision of these Terms of Use or the Terms of Sale will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by our duly authorized representative. Except as expressly set forth in these Terms of Use or in the Terms of Sale, the exercise by either party of any of its remedies under these Terms of Use or the Terms of Sale will be without prejudice to its other remedies under these Terms of Use or Terms of Sale or otherwise. If any term or condition in these Terms of Use or the Terms of Sale is deemed invalid, void, or unenforceable, that term or condition shall be deemed severable and shall not affect the validity and enforceability of any remaining term or condition.

17. CONTACT

The Site is operated by Wahl SE Asia Pte. Ltd. located at 51 Goldhill Plaza, #12-07, Singapore 308900.

You can reach us via email at customerservice@wahlsea.com

All notices of copyright infringement claims should be sent to webterms@wahlclipper.com. It is our policy, in appropriate circumstances, to terminate repeat infringers.

All other feedback, comments, requests for technical support, and other communications related to the Site should be sent to customerservice@wahlsea.com

Terms of Purchase

ORDER AND DELIVERY

Seller agrees to sell to Wahl Clipper Corporation (the "Company") quantities of goods or services (the "Merchandise") designated on the purchase order at the prices specified thereon and to deliver the same on the delivery dates specified thereon. Time shall be of the essence of this contract and Seller undertakes to strictly respect the delivery dates specified hereon. Shipment must equal the exact amount ordered unless otherwise agreed by Company. Any losses occurring from deviation from Company's routing instructions will be charged to Seller's account.

ACCEPTANCE, MODIFICATION, ETC.

By shipping the Merchandise or by acknowledging receipt of this order, Seller expresses his assent to and acceptance of the terms and conditions set forth herein. These terms and conditions constitute an offer by the Company and this offer may only be accepted on these exact terms and conditions. No additional or conflicting terms or modifications shall be accepted. These terms and conditions supersede the terms and conditions of Seller's acknowledgment form, and any additional or conflicting terms or modifications set forth in Seller's acknowledgment are hereby objected to.

WARRANTIES AS TO MERCHANDISE

Seller warrants all Merchandise delivered hereunder to be free from all defects of material or workmanship, hidden or apparent, and to conform strictly to the specifications, drawings or samples specified or furnished. This warranty shall survive, even for apparent defects, any inspection, delivery, acceptance or payment by Company of or for the Merchandise. In the event of a defect, hidden or apparent, in the workmanship or materials in the Merchandise, Seller shall be liable for any and all expenses incurred by Company in undertaking any activities to determine if such defect exists, including expenses for recall campaigns, inquiries to dealers, distributors and users, and testing and analysis. In the event of such a defect, hidden or apparent, in the workmanship or materials in the Merchandise, Seller will, in addition to any other warranty applicable to the Merchandise, have the responsibility to rework or replace, at Seller's expense, all such defective Merchandise at any time sold to the Company, and Seller shall be liable for any and all labor and transportation costs incurred in repairing or replacing such defective Merchandise.

INDEMNIFICATION OF COMPANY BY SELLER

Seller agrees to indemnify, defend and hold harmless Company, its insurers, agents officers, directors, employees, successors, and assigns, against and from any and all losses, claims, damages, liabilities, costs and expenses (including the aggregate amount paid in reasonable settlement of any action, suit, proceeding or claim) which Company may incur or for which Company may become liable or on account of any claim, action or proceeding brought against Company claiming money damages or any other form of relief: (a) under any law, or otherwise, including but not limited to claims, actions or proceedings purporting to be based upon negligence, breach of contract, breach of warranty or strict liability in tort, insofar as such claims, actions, or proceedings arise or are alleged to arise out of any defects or alleged defects in the Merchandise, or the nature of the material contained in the Merchandise, or any actual or alleged commission or omission by, Seller or any of its employees or agents in connection with the Merchandise; (b) based upon or arising out of any actual or alleged invasion, or infringement by the Merchandise or by the Seller, its agents or employees, of any patent, trademark, copyright, right of privacy, or any other tangible or intangible personal or property right; or (c) based upon or arising out of any actual or alleged violation by the Merchandise or Seller, its agents or its employees of any statute, ordinance, administrative order, rule or regulation; and, in case any action, suit or proceeding, which shall at any time be brought against the Company by reason of any such claim, Seller, if Company so requests, shall resist and defend such action, suit or proceeding at the sole expense of Seller by reputable counsel.

INSURANCE

Seller shall obtain and maintain a policy of general liability insurance with respect to the Merchandise with an endorsement naming Company and its subsidiaries as additional insureds. The general liability insurance shall have a minimum primary aggregate limit of $2,000,000. All policies of insurance provided pursuant to this provision shall be written as primary policies, not contributing with and not in excess of the coverage of the Company's insurance. Seller shall provide to Company a current certificate of insurance showing the coverage required by this paragraph. Company reserves the right to review certified copies of any and all insurance policies to which this paragraph is applicable. The coverage required by this paragraph shall not be modified or terminated without at least 30 days written notice to Company.

INSPECTION AND REJECTION

Final inspection of the Merchandise shall be on Company premises unless otherwise agreed in writing. Company is deemed to have accepted the Merchandise only after the final inspection took place. Merchandise rejected as not conforming to the purchase order shall be returned at Seller's expense, including transportation and handling costs. Any inspection, testing or other evaluation by the Company shall in no manner destroy, qualify or affect any of Seller's express or implied warranties hereunder or otherwise.

RISK OF LOSS

Seller assumes the following risks, in addition to other risks Seller assumes by law: (a) all risks of loss or damage to the Merchandise until physically delivered to and properly handed over to the Company; (b) in the event the Merchandise is rejected by Company after the final inspection, all risks of loss or damage shall be deemed to have rested with Seller from the beginning.

TOOLING

Unless otherwise agreed to in writing by the parties hereto, all tools, dies, molds and similar items (hereinafter referred to as "Tooling") required in the manufacture of the Merchandise shall be furnished by and maintained by Seller at Seller's expense. In the event that any Tooling shall be furnished by, or at the expense of Company; such Tooling shall be and remain the property of Company and shall be returned to Company upon its request and at its expense; provided, however, that Seller shall be liable for any loss or damage to, or destruction, of, the Tooling, while in Seller's custody or possession, except where attributable to normal wear and tear; provided, further, that Seller shall at all times indemnify and hold harmless Company, its insurers, agents, officers, directors, employees, successors, and assigns against and from any and all losses, claims, damages, liabilities, costs and expenses and the aggregate amount paid in reasonable settlement of any action, suit, proceeding or claim which Company may incur or for which Company may become liable or in an account of any claim, action or proceeding brought against Company claiming money damages or any other form of relief under any law or otherwise, including but not limited to claims, actions or proceeding purporting to be based upon negligence, breach of contract, breach of warranty or strict liability tort, insofar as such claims, actions or proceedings arise or are alleged to arise out of the actual or alleged use or handling of the Tooling while the Tooling is in Seller's custody or possession.

PRICE AND TAXES

The prices stated hereon shall constitute the entire consideration to Seller for the Merchandise, its boxing, crating and other packaging, and for all warranties and otherwise, unless otherwise specified hereon, and no other charges shall be made therefor. The prices stated hereon shall be deemed to include all federal, state, and local taxes in effect on the date of this order from which Seller cannot obtain exemption, and the amount of any such taxes shall be shown separately on Seller's invoice. In the case of new taxes or increased rates or the repeal of taxes or the reduction of rates, the contract price shall be adjusted accordingly. Seller's price shall not be higher than last quoted or charged to Company unless otherwise agreed in writing. Seller warrants that the prices stated hereon do not exceed Seller's lowest lawful price to any other customer of the same class in effect on the delivery date for like items and quantities. When no price is stated hereon for any article of Merchandise, the order must not be filled at higher prices than last quoted or (if later) last charged to Company, subject to the preceding sentence. Invoices shall not bear a date prior to the date of complete shipment or performance except where agreed to in writing.

ADDITIONAL QUANTITIES

All the terms and conditions hereon shall apply in all respects to additional quantities or services ordered by Company except to the extent covered by a new contract.

CHANGES

Company shall have the right to make, from time to time and without notice to any sureties or assignees, changes as to packing, designations, specifications, designs and delivery schedules. Seller shall immediately notify Company of any increase or decrease in costs caused by such changes, and equitable adjustment in prices or other terms shall be agreed upon in writing by Company and Seller.

COMPLIANCE WITH LAW

Seller represents, warrants and agrees that all work performed and Merchandise delivered pursuant to this instrument will be performed, manufactured, produced, sold, invoiced, packaged, labeled, shipped and, if required, registered, in accordance with, and in all respects will conform to, all applicable federal (including the Fair Labor Standards Act of 1938 as amended), state and local laws. With respect to each shipment or other delivery of the Merchandise hereafter made by Seller to Company, Seller agrees, as of the date of such shipment or delivery, that such Merchandise is, on such date, not a misbranded hazardous substance or banned hazardous substance within the meaning of the Federal Hazardous Substance Act as amended.

WORKPLACE STANDARDS

The Seller certifies that they have read and will comply with the terms and conditions set forth in Wahl Clipper Corporation's Workplace Standards available at [www.wahl.com](http://www.wahl.com, "Click to return to the homepage"). The Seller will further certify they have implemented procedures in all labor related processes incorporated into their products to ensure they comply with all requirements regarding slavery and human trafficking. The Seller shall keep, maintain and make available for inspection by Company or a designated third party, records verifying the supplier's compliance. The Seller understands that their business relationship with Company is based on their being in full compliance with the terms and conditions set forth in the Wahl Clipper Corporation Workplace Standards. Failure to comply with the terms and conditions set forth may result in immediate cancellation of all outstanding orders with the Seller and refusal by Company to do any business with the supplier.

BANKRUPTCY

In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against Seller, or in the event of the appointment, with or without Seller's consent, of an assignee for the benefit of creditors or of a receiver, the Company shall be entitled to cancel any unfilled part of this purchase order without any liability whatsoever.

TITLE TO DRAWINGS AND SPECIFICATIONS

Company shall at all times have title to all drawings and specifications furnished by Company to Seller and intended for use in connection with this purchase order. Such drawings are confidential and contain proprietary information. Seller shall use such drawings and specifications only in connection with this purchase order, and shall not disclose such drawings and specifications to any person, firm or corporation other than Company's or Seller's employees, subcontractors or government inspectors. Seller shall, upon Company's request, promptly return all drawings and specifications to Company.

QUALITY CONTROL

Seller shall maintain an adequate and consistent quality control program so as to assure that the Merchandise shall meet specifications as to appearance, performance and reliability. Seller shall furnish to the Company results of quality control samplings.

SET OFF

Company may set off an amount payable at any time with respect to the Merchandise against all present and future indebtedness of Seller to Company arising from this or any other transaction (whether or not related hereto). Additionally, all costs, lost profits and expenses incurred by Company due to Seller's violations of or failure to follow any or all provisions set forth herein, including but not limited to the insurance and indemnity requirements, may be charged back to Seller and Seller expressly agrees to reimburse Company. Seller further agrees that Seller may deduct such costs, lost profits and expenses from any sum thereafter owed to Seller by Company.

CANCELLATION WITH CAUSE

Company reserves the right to cancel, without any Liability, any or all contracts or orders covering the Merchandise if Seller fails to ship the Merchandise in the manner or within the time specified herein or therein, or if it shall be alleged by third parties that the Merchandise manufactured, produced, sold, invoiced, packaged, labeled or shipped was in violation of any statute, ordinance, administrative order, rule or regulation, or violates any of Seller's warranties, whether express or implied, or if Seller is in violation of any material provision of this instrument. Any such cancellation shall be without prejudice to any other right or remedy which Company may have by reason of such default.

CANCELLATION FOR ANY REASON

In the event of cancellation by the Company of the contract or orders covering the Merchandise for any reasons other than as specified in Paragraphs 12 and 16 hereof, Company's liability, if any, shall be limited to, to the extent unpaid, (a) the price specified herein for the Merchandise which has been accepted upon the date of cancellation by Company and conforms to this instrument, and (b) actual costs (exclusive of profit) reasonably incurred by Seller in producing Merchandise not covered by sub-paragraph (a) above, but in no event shall Company's liability under this paragraph 17 exceed the aggregate price specified in this instrument for the Merchandise.

COMPLETE AGREEMENT

This instrument upon acceptance supersedes all previous agreements, if any, between the parties, and constitutes the sole and entire contract between them with respect to the Merchandise, and no change, amendment or modification of the terms and conditions set forth herein shall be effective unless made in writing and signed by both parties.
SEVERABILITYIIf any provision of this instrument and any agreement resulting herefrom is unenforceable or invalid, the instrument or agreement shall be ineffective only to the extent of such provision and the unenforceability or invalidity of the remaining provisions shall not be affected thereby.

ASSIGNMENT

This instrument and any agreement resulting herefrom may not be assigned by Seller, in whole or in part, except, by operation of law or otherwise, with the written consent of the Company. Seller shall not delegate any duties nor assign any rights or claims under this purchase order, or breach thereof, without written prior consent of the Company, and any such attempted delegation or assignment shall be void.
GENERALParagraph headings are for convenience only and shall not be considered in construing or interpreting this instrument.

APPLICABLE LAW AND VENUE, DISPUTE BETWEEN COMPANY AND DOMESTIC SELLER

APPLICABLE LAW AND VENUE, DISPUTE BETWEEN COMPANY AND FOREIGN SELLER

This order and any agreement resulting herefrom shall be interpreted, and the rights and liabilities of the parties here determined in accordance with the laws of the State of Illinois. As part of the consideration for the execution hereof by Seller, it is hereby agreed that all actions and proceedings between Company and a Foreign Seller arising directly or indirectly herefrom shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. There shall be one arbitrator, and the place of the arbitration shall be Whiteside County, Illinois, USA. Seller and Company hereby exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to these terms and conditions and all transactions occurring hereunder unless otherwise expressly agreed in writing.

ACKNOWLEDGMENT

Where this document acknowledges an order from Company for the Merchandise specified on the reverse side hereof, this acknowledgment contains the final, complete and exclusive agreement between Company and Seller. Company's acceptance of the Seller's offer is expressly conditional on assent to all of the terms and conditions set forth herein by Seller's authorized representative in writing.
CURRENT MATERIAL SAFETY DATA SHEETSMust be furnished by the Seller where appropriate and as required by law.

SAMENESS REQUIREMENT

Parts, components and materials supplied to the Company shall be uniform. That is, there shall be no change in design which would affect the form, fit, finish, functionality or serviceable parts of the item being supplied. A design change is any change in materials or material characteristics, as well as any dimensional changes. The Seller shall notify the Company in writing of all such changes at least 30 working days prior to implementation, unless otherwise specified by the Company.

MANUFACTURING LOCATION

Seller shall notify the Company in writing of any change to its manufacturing location at least 60 days prior to implementation.
NO WAIVERFailure to insist on strict performance is not a waiver of any term or default by Seller.

Terms of Sale

SCOPE OF AGREEMENT

Seller, Wahl Clipper Corporation, upon acceptance of an order placed by Buyer, will supply the products and services specified in the order pursuant to and expressly limited by of all the terms and conditions stated herein. No additional terms contained in any document tendered by Buyer and no oral terms shall become a part of the agreement between the parties.

Shipment

Unless otherwise specifically indicated on the front of this document, all prices are for products packed for domestic shipment and for delivery EXW (Exworks) Incoterms 2010 Seller’s Facility Steling, IL. Shipping dates are approximate and based on prompt receipt of all necessary information. All risk of loss shall be upon Buyer upon Seller placing the goods in the possession of a common carrier or Buyer’s designated carrier. Buyer shall pay all transportation and delivery charges to final destination. Seller shall assist in tracing goods lost in transit. Shipment dates are not guaranteed. International Buyers shall forward to Seller, a copy of the bill of lading or air way bill as evidence of export. International Buyers shall provide Seller with copies of power of attorney (POA) between the Buyer and Buyer’s freight forwarder. International Buyer shall provide Seller with a copy of any automated export system (AES) entries where Seller is documented as the US principal party of interest (USPPI). Buyer shall remain obligated under this agreement unless released in writing by Seller.

Taxes

Any use tax, sales tax, excise tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature whatsoever imposed by any governmental authority, on or measured by the transaction between Seller and Buyer shall be paid by Buyer. The amount of taxes stated on the face hereof, if any, is approximate only. Buyer is liable for the full amount of taxes applicable or resulting from this transaction. Buyer shall pay the amount of all such taxes, upon request by Seller, as if originally added to the price herein.

Payment

Terms of sale are net 30 days of the date of invoice, unless otherwise stated. Interest will be charged at 1.5 percent per month or the maximum amount allowed by applicable law, whichever is less, until paid in full. Partial shipments may be made and payments therefor shall be due 30 days after the date of shipment. Terms of sale herein are subject to credit approval and Seller may, in its sole discretion, at any time prior to delivery, modify the terms of payment originally specified to ensure prompt payment for products ordered.

Changes

Any changes to this offer requested by Buyer shall only be allowed if Seller expressly agrees to such changes in writing. Seller may accept or reject proposed changes in its discretion.

SECURITY INTEREST

Seller shall retain a security interest in the products delivered hereunder until the total amounts due hereunder, including the selling price, taxes, delivery and/or other charges, are paid in full by Buyer. Buyer agrees to sign and deliver to Seller any additional security agreement required by Seller.

DEFAULT AND REMEDIES

If Buyer fails or refuses to accept delivery of the products ordered or defaults in the performance of any of the terms, covenants and conditions of this Agreement, Seller shall have available to it any remedy allowed by law or equity, and may recover all damages suffered as a consequence of Buyer’s breach, including reasonable costs and attorneys fees incurred in enforcing this Agreement or recovering such damages. Without limiting the foregoing, in the event of breach or default Seller shall have the right to retain the cash deposited or paid to it by Buyer if any, and apply the same toward payment of its damages. If products ordered have been delivered to Buyer by Seller at the time of default or breach, Seller may declare the full amount due and payable without notice or demand and may repossess the products as allowed by law.

EXPRESS WARRANTY

Seller warrants to Buyer the products sold hereunder shall be free from defects in workmanship and material. This warranty shall be in effect for 12 months from the shipment date, but not to exceed 18 months from the date of manufacture as indicated by the date code stamping. This warranty shall not apply to products which, in the sole judgment of Seller, have been inadequately maintained or shelf-preserved, subjected to contamination, negligent handling, tampering or unauthorized disassembly. Liability under this warranty is limited to the repair or replacement, at Seller’s option, of the products determined to be defective upon examination and to be within the warranty period. The warranty period upon replacement or repair shall not extend beyond the date of expiration of the warranty period for the original product. Nothing hereunder shall be applicable to those defined as consumers in the Magnuson-Moss Warranty-Federal Trade Commission Improvement Act.

WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY

THE EXPRESS WARRANTY ABOVE IS IN LIEU OF ALL OTHER WARRANTIES (EXCEPT OF TITLE), EXPRESS OR IMPLIED, AND THERE IS NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR THESE PRODUCTS. IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES RESULTING FROM EITHER DEFECT IN THE PRODUCTS OR ANY OTHER BREACH OF THE AGREEMENT BETWEEN THE PARTIES.

FORCE MAJEURE

The performance of each party’s obligations under this Agreement are subject to all contingencies beyond the control of such party or its suppliers, including, but not limited to: Force Majeure; strikes; labor disputes; floods; fires; civil commotion; embargoes; quotas; shortage of labor; delays in transportation; or government action including, but not limited to price controls, currency controls, or detention of goods by authorities. Accordingly, the parties are to be relieved of any obligation to each other for damages which may result from contingencies; provided, however, the parties shall perform their obligations to the maximum extent as soon as possible.

BUYER’S CANCELLATION AND RETURNS

Buyer may cancel, reduce or modify its order only upon Seller’s consent and by paying any fee or cancellation charge calculated by the Seller. Acceptance of returned goods is solely in the Seller’s discretion and prior written authorization is required.

LIMITATION ON ASSIGNMENT

Seller and Buyer may not assign obligations under this Agreement without prior written consent of the other.

ENTIRE AGREEMENT

The provisions hereof are intended by Buyer and Seller as the final expression of their agreement and are intended as the complete and exclusive statement of all terms applicable to Buyer’s order. No waiver, modification or addition to any of the terms hereof shall be binding on Seller.

Severability

If any provision of this instrument is unenforceable, the instrument shall be ineffective only to the extent of such provision, and the validity of the remaining provisions shall not be affected.

APPLICABLE LAW

The rights and obligations of Seller and Buyer shall be governed by the substantive laws of the State of Illinois. All actions and proceedings arising directly or indirectly from these terms and conditions shall be litigated in the courts of the State of Illinois or United States courts located therein. Seller and Buyer hereby exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to these terms and conditions and all transactions occurring hereunder unless otherwise expressly agreed in writing.

RESTRICTIONS ON RESALE

Buyer warrants that it will not resell, ship, or transfer, directly or indirectly, any of the products covered by these terms and conditions to third parties located in countries to which such resale, shipment, or transfer is prohibited by United States Export Control Regulations, Trading with the Enemy Act, International Emergency Economic Powers Act, or any similar law or regulation.

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TERMS & CONDITIONS

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