Odyssey Electronics Terms & Conditions

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Clause No. 1: Remedy Disclaimers

Buyer agrees that its sole exclusive remedy against Seller shall be limited to the repair or replacement of nonconforming or defective goods, f.o.b. Seller's factory, provided the Seller is promptly notified in writing of any defect. Under no circumstance shall Buyer be entitled to take such a claim beyond one year from the date of order of product. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as Seller is willing and able to repair or replace the goods.

Clause No. 2: Liability Disclaimers

Seller shall not be liable for any loss, damage, or injury resulting from delay in delivery or installation of the goods or for any failure to perform which is due to circumstances beyond its control. The maximum liability if any, of Seller for all damages, including without limitation, contract damages and damages for injuries to persons or property, whether arising from Seller's breach of this Agreement, breach of warranty, negligence, strict liability, or other tort, is limited to an amount not to exceed the purchase price of the goods at issue in the dispute. In no event shall Seller be liable to Purchaser for any incidental, consequential or special damages, including without limitation lost revenues and profits, even if it has been advised of the possibility of such damages.

Clause No. 3: Integration Clauses

This Agreement, together with any affixed schedules or exhibits, constitutes the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes any prior discussions, negotiations, agreements and understandings.

Clause No. 4: Choice of Law

This agreement shall be governed and controlled in all respects by the laws of the State of Michigan, including as to interpretation, enforceability, validity, and construction.

Clause No. 5: Choice of Forum

The parties submit to the jurisdiction and venue of the circuit court for the County in which Seller's principal business office is located or, if original jurisdiction can be established, the United States District Court where Seller's principal business office is located with respect to any action arising, directly or indirectly, out of this Agreement or the performance or breach of this agreement. The parties stipulate that the venues referenced in this Agreement are convenient.

Clause No. 6: Notice

All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally or by registered or certified mail.

Clause No. 7: Waiver

Seller's failure to exercise a right or remedy or Seller's acceptance of a partial or delinquent payment shall not operate as a waiver of any of Seller's rights or Buyer's obligations under this Agreement and shall not constitute a waiver of Seller's right to declare an immediate or subsequent default.

Clause No. 8: Severability

Whenever possible, each provision of this Agreement shall be interpreted in such a way as to be effective and valid under applicable law. If a provision is prohibited by or is invalid under applicable law, it shall be ineffective only to the extent of such provision or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Clause No. 9: Amendments

The terms of this Agreement may not be varied or modified in any manner except in a subsequent writing executed by an authorized representative of both parties.

Clause No. 10: Assignments

Seller may assign this Agreement as part of a merger, acquisition or other reorganization.

Clause No. 11: Remedies Cumulative

The remedies provided in this Agreement shall be cumulative, and the assertion by a party of any right or remedy shall not preclude the assertion by such party of any other rights or the seeking of any other remedies.

Clause No. 12: Successors and Assigns

In the event of a proper assignment, this Agreement shall be binding upon and inure to the benefit of the parties' successors and assigns.

Clause No. 13: Risk of Loss

Risk of loss concerning the goods sold under this Agreement shall pass upon shipment by Seller to Buyer. Nothing shall preclude Seller from insuring shipped goods beyond the point of shipment, such insurance shall be solely for the benefit of Seller.

Clause 14: Force Majeure

Seller shall not be deemed to be in default or otherwise responsible for delays or failures in performance resulting from acts of God, acts of war or civil disturbance, epidemics, governmental action or inaction, fires, earthquakes, unavailability of labor, materials, power or communication, or other causes beyond Seller's reasonable control.

Clause No. 15: Arbitration

Any controversy or claim arising out of or related to this Agreement shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the Americas Arbitration Association and the arbitration award may be entered as a final judgment in any court of competent jurisdiction.

Clause No. 16: Third-Party Beneficiaries

This Agreement shall not confer any rights or remedies upon any third-party other than the parties to this Agreement and their respective successors and permitted assigns.

Clause No. 17: Attorney Fees

In the event of a dispute arising out of this Agreement, the prevailing party shall be entitled to actual attorney's fees and costs.