These standard terms and conditions are effective respecting all sales by Batteries Plus, LLC on its website "Batteriesplus.com" ("Seller") and are binding on all Batteries Plus Bulbs® customers ("Buyer"). These terms supplement Seller's form order confirmation generated in response to Buyer's online order for Product (each individually or collectively, the "Order Confirmation").
1. AGREEMENT. The term "Agreement" means these standard terms and conditions, as supplemented for each transaction solely as to the Product(s) description, quantity and price for the Product(s) described in Seller's Order Confirmation. The Seller objects to and will not otherwise be bound by any additional or different terms, whether printed or otherwise, in any Buyer's purchase order or in any other communication from Buyer to Seller.
2. PRODUCT. The term "Product" means any and all goods sold by the Seller.
3. TERMS OF PAYMENT. Payment will be by credit card at the time of order. In addition to payment of the price for the Product, the Buyer also will pay all taxes applicable respecting the purchase of the Product. Tax-exempt organizations seeking tax-exempt transactions must obtain Seller's approval in advance and submit the requested documentation. The buyer is responsible for all applicable shipping and handling costs.
4. SHIPPING/DELIVERY. Shipping and delivery dates are not guaranteed. Shipping dates are estimated on the basis of Seller's immediate receipt of all information Buyer must furnish and the absence of delays, direct or indirect, resulting from or contributed to by circumstances beyond Seller's reasonable control. Seller will in good faith endeavor to meet estimated shipping dates, although either party will have the right to cancel backordered Product(s). Seller reserves the right to make multiple shipments to fulfill an order. Seller reserves the right to withhold delivery of the Product(s) or cancel an order for Product(s) if Seller has reasonable belief that the Product(s) will be used for improper or unlawful purpose or activity or if a transaction appears fraudulent. Seller will not be liable for any damages or losses arising out of or resulting from any delay in delivery of Product.
5. RISK OF LOSS. Unless Seller or Seller's designated carrier expressly agrees in writing to other terms following acceptance of Buyer's online order for Product, Buyer assumes all risk of loss of Product upon Seller's delivery of Product to Buyer's designated address. Notwithstanding this allocation of the risk of loss, the Product remains subject to Seller's right to reclaim and stop the Product in transit.
6. WARRANTIES AND LIMITATIONS OF LIABILITY. Seller warrants that all Products will be substantially free of defects in material and workmanship for a period of time as designated in Seller's then current warranty table found in the "Warranty" section of the "batteriesplus.com" website; beginning on the date Buyer receives the Product. This warranty is void if the Product is modified (e.g., used in custom pack assemblies), misused, altered, tampered with or are installed or use in connection with life sustaining or other medical or aviation equipment or purposes or otherwise in a manner that is inconsistent with applicable specifications. ALL OTHER WARRANTIES EXPRESS OR IMPLIED, WHETHER ORAL, WRITTEN OR IN ANY OTHER FORM, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY EXCLUDED. Seller is not liable for special, indirect, incidental or consequential damages, including loss, damage, personal injury, or any other expense directly or indirectly arising from the use of or inability to use the Products, including loss of data. The sole and exclusive remedy under this limited warranty is limited to, at Seller's option, Seller's repair or replacement of the defective Product or a refund of or account credit for the then-current purchase price for the Product.
7. RETURN POLICY. Buyer must inspect the Product upon delivery. If Buyer believes any Product is non-conforming or was shipped to Buyer in error, Buyer may reject the Product only by written notice to Seller. Buyer, at Seller's election, must return any defective Product to Seller, properly dispose of the defective Product, or make the Product available to Seller or its agents for inspection at Buyer's place of business, if applicable. Buyer must request return authorization from Seller prior to return of any Product. Buyer must provide such other information as Seller may reasonably request as to any defective Product(s). Seller's liability for non-conforming Product will not exceed the price of the Product. Seller will not be liable on any claim for non-conforming Product which is not made within fourteen (14) days after Buyer has received Product. Buyer must return Product to Seller, if requested, within 45 days of receiving the Product. Returns that do not meet these requirements may not be accepted or may be subject to a return fee. See the "Return" section of the "Batteriesplus.com" website for additional detail regarding Seller's return policy.
8. INDEMNIFICATION. Buyer will indemnify, defend and hold Seller and its corporate parents and other affiliates and their respective officers, directors, stockholders, members, insurers, attorneys, employees, agents, successors, predecessors, assigns, heirs and personal representatives harmless against any and all liability, claims, suits, actions, losses, liabilities, damages, costs and legal fees arising out of or related to: (i) any alleged or actual breach or non-satisfaction by Buyer or, if applicable, any of its employees, authorized representatives or advisors of any of Buyer's warranties, representations, covenants or obligations in this Agreement, (ii) any actual or alleged breach of warranty, representation, action or activity any Buyer which is in addition to or otherwise conflicts with Seller's limited Product warranties to end users or other third parties, and (iii) any other claims of any nature that any Products have caused or contributed to bodily injury or death or damage to real or personal property, excluding claims solely arising out of defective or non-conforming Product.
9. FORCE MAJEURE. Seller's failure to deliver Product due to circumstances beyond its reasonable control including acts of God, fire, flood, war, labor disturbances, Seller or raw material shortages and governmental regulation will not constitute an event of default or breach of this Agreement. Seller will promptly notify Buyer of any such delay and its cause.
10. SUCCESSORS AND ASSIGNS. All provisions of this Agreement will be binding on and benefit the parties hereto, and their successors, assigns and legal representatives, except that Buyer may not assign or otherwise transfer this Agreement without Seller's prior written consent. Any assignment, delegation or transfer in violation of this provision will be void.
11. GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement is governed by and construed under the laws of the state of Wisconsin without reference to Wisconsin's choice of law rules. Subject to Seller's right to seek injunctive relief as stated below, any dispute, claim or controversy arising out of or related to the Parties involving the interpretation of this Agreement will be resolved by binding arbitration in Milwaukee, Wisconsin under the American Arbitration Association Dispute Resolution Procedures in effect at the time of arbitration. Buyer acknowledges and agrees that Seller may have no adequate remedy at law if Buyer breaches this Agreement. In such event, Seller will have the right to obtain specific performance or injunctive relief and any such proceedings will be venued in federal district court for the Eastern District of Wisconsin or in state court in Milwaukee County, Wisconsin.
a) The Agreement may be modified or terminated only upon Seller's written consent.
b) This Agreement represents the entire agreement between the parties and supersedes all prior agreements, understandings, negotiations and discussion of the parties. There are no warranties, representations or agreements among the parties related to the same subject matter, except as expressly stated herein.
c) Seller may, in its discretion, cancel an order or withdraw delivery if Buyer fails or cannot comply with this Agreement and/or the terms of the Order Confirmation.
d) If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction (in whole or in part), the remainder of this Agreement will remain in full force and effect and will not be affected, impaired or invalidated.
e) Failure of Seller to insist upon performance of any provisions of this Agreement or to exercise any right or privilege hereunder will not be construed as a waiver or relinquishment of the future performance of any such term or condition or the future exercise of such right.
13. PRIVACY. Batteries Plus LLC is committed to protecting your privacy. This policy describes our practices regarding personal and account information collected by Batteries Plus LLC (“we,” “us,” “our,” “BPLUS” or, “Batteries Plus Bulbs”) at our stores, online at BatteriesPlus.com (Site or website) and via mobile applications (i.e. BatteriesPlus.com accessed through your mobile devices).
In this policy, "personal and account information" means your name, company name, account number, address, telephone number, and e-mail address plus other information that may personally identify you ("personally identifiable information"), including your industry, the number of employees at your company, and purchase history.