References to Petra hereinafter refer to Petra Industries, LLC, its affiliates and its subsidiaries.
Placing an order constitutes acceptance of Petra's most current Terms and Conditions of sale stated herein or as published on Petra's Web site, www.petra.com, at the time of sale ("Petra's Standard Terms and Conditions"). Petra's Standard Terms and Conditions may be amended or changed from time to time without notice. Petra specifically rejects and Customer disclaims all terms and conditions communicated by Customer or found in any Customer documents. Unless agreed upon in writing by authorized representatives of Petra and Customer, any terms and conditions, regardless of author or ownership, inconsistent, different from or in addition to the provisions of this Agreement will be deemed null and void and Petra's Standard Terms and Conditions will prevail.
WHOLESALE ONLY.Unless Customer provides Petra with a valid and applicable exemption certificate, Customer agrees to collect and remit payment of all sales, use, excise or similar taxes levied or based upon its use or purchase of Products and assessed by local, state or federal taxing authority. If it is determined by a tax authority that Customer should have been paying taxes on purchases from Petra and was not doing so, Customer will be responsible for and will pay all taxes and will be responsible for all interest, levies and penalties. Notwithstanding the foregoing, Parties will be individually responsible for employment taxes of its own employees and taxes based on income. Shipments, including first-time orders, cannot be released until Customer provides the following:
Subject to the freight carrier's pickup availability, Petra uses its best efforts to ship same-day those orders received by 6:00pm CST. Exclusions from same-day shipping by 6:00pm CST could include, but are not limited to:
Petra's sales of any Product(s) which may be considered or classified as a personal defense product(s) or as weaponry, (including, but not limited to the product commonly referred to as "Pepper Spray") are done so under the following conditions:
Customer is granted a revocable, non-assignable, non-transferable, non-exclusive, royalty free right to use trademarks, logos or other similar designations and artwork ("Media Content") solely in connection with advertisement, promotion, distribution and sale of Products to the extent the right to use Media Content has been provided by the supplier/manufacturer of the Product(s) ("Vendor"). ALL MEDIA CONTENT IS PROVIDED AS-IS. Customer will indemnify Petra for its use, or misuse, of Media Content pursuant to the indemnity obligations of these Terms and Conditions.
From time to time, some Vendors require authorization for Customer to offer Vendor's Products or may prohibit certain Products from being sold on the Internet. Petra occasionally posts reseller agreements, applications and minimum advertised price (MAP) policies for Customer's review and application at www.petra.com. Petra will inform Customer if Customer must remove a Product or Product line from Customer's Web site(s). Customer agrees to immediately honor Petra's request. Failure to honor Petra's request may, at Petra's sole discretion, result in immediate legal action and/or closure of Customer's Accounts Receivable Account with Petra, including the cessation of all shipments in process.
If Customer requests a non-stock Product, such request must be made in writing via the Special Order Merchandise Agreement, accompanied by a fifty percent (50%) deposit, paid by Customer's pre-approved credit card. Upon receipt of such funds, Petra will place the order with the Vendor. Upon shipment of the Product(s), the remaining charges, including the remainder of the Product(s) cost, freight, handling fees, etc. will be charged to Customer's credit card or will be sent out COD with the requirement of a money order/certified funds check due upon delivery. Customer will be responsible for all charges and fees as a result of Customer's refusal of shipment or failure to pay at time of delivery.
Special orders are not eligible for returns or cancellations.
Petra offers a fulfillment program for E-Commerce customers ("Etailers"). Petra provides blind drop-ship services for approved Etailers who have signed a Fulfillment Services Agreement. These orders are supplied by Petra directly to the Etailer's customer, bypassing the Etailer's place of business, using a common carrier. Policies outlined in the Fulfillment Services Agreement will supersede policies listed in Petra's Standard Terms and Conditions.
Customer will be charged the prices reflected in Petra's current catalog or applicable promotional flyers. Customer may also find current pricing, and place orders at Petra's Web site (www.petra.com).
Customer will pay all invoices pursuant to the payment terms established for Customer's account by Petra's Credit Team and will be subject to the following:
All net account invoices will be due thirty (30) days from invoice date, unless agreed to otherwise in writing by Petra's Credit Team.
In the event of a default, and if this account is turned over to an agency, attorney or third party for collection, Customer agrees to pay all reasonable attorney's fees, or costs of collection regardless of whether a lawsuit is filed. Collection expenses will be calculated at fifteen percent (15%) of the total amount due plus any attorney fees and costs.
Statements are rendered as of the last day of the month and will be sent electronically to the Statement Email Address indicated on Customer’s Account Profile. If Customer would like to receive these documents in hard copy, a member of Petra’s credit team may be contacted.
Customer understands that Petra must be notified in writing and addressed to Petra's Credit Department or delivered via electronic mail to: [email protected], of any change in ownership or the name of the business under which credit is established. Customer agrees that any change in liability for any debts incurred to Petra due to change in Customer's business process or form will not be effective against Petra until Petra receives actual notice of said change in writing.
For domestic accounts, standard ground freight will be prepaid for non-Etailer Customer single orders totaling $800 or more of qualified in-stock merchandise for Products shipped to one location in the contiguous United States. Each order placed is a new order and will be processed accordingly. Orders that have been placed previously cannot be combined with newly placed orders. A 2% freight allowance will be provided, in lieu of prepaid freight terms, to all Customer orders of $800 or more of in-stock Product shipped to only one location in Alaska, Hawaii, Puerto Rico, Canada or Mexico.
Regardless of whether freight is prepaid or if Customer is allowed a 2% freight allowance as detailed above, the following stipulations apply:
Shipments not qualifying for prepaid freight are subject to freight carrier ("Carrier") shipping rates, fuel surcharges, accessorial surcharges and other fees as applicable. Additional charges could also be assessed that may include, but are not be limited to, Delivery Area Surcharges, Extended Area Delivery Surcharges or dimensional/oversize fees, when required by Carriers' regulations. All such charges as mentioned herein, along with any insurance costs, are calculated and added to the invoice total and are non-refundable.
If an order is refused for any reason, Petra will be compensated for all shipping charges, including any C.O.D. fees, as well as a fifteen percent (15%) restocking fee. Such compensation must be received by Petra before any other Customer orders are released to Petra's distribution center for processing and shipping.
All orders are shipped FOB Origin, which will be from Petra's distribution center. Damages are the responsibility of the Carrier once the shipment is delivered to the Carrier. Customers must make damage claims directly to the Carrier within 10 days of receipt of the order. All boxes and packaging material are necessary when filing a claim. A Petra customer service representative may be contacted at 800-443-6975 for assistance.
Recipient must inspect orders via any truck lines for shipping damage prior to acceptance of the shipment. Visible damage claims must be clearly noted on the delivery receipt/bill of lading as proof the damage or tampering occurred prior to delivery. Such damages must be reported within 24 hours, with documented proof, otherwise claim and/or credit may be denied. To ensure full credit, original packaging, manuals and shipping boxes must be retained for inspection.
All shipping/pricing discrepancies must be reported within 5 business days of receipt of order.
For international accounts, Petra does not ship to locations outside the United States, Puerto Rico, Canada or Mexico; However, Customer may utilize, and Petra will ship to an approved freight forwarder located in the contiguous United States. Any use of a freight forwarder will be pursuant the terms of this section (Freight Terms) and subject to the following:
Product sold by Petra may be sold with warranties. All warranty material must be read carefully, as the warranty period, service and transferability varies by Vendor and Product.
All returns require a Return Goods Authorization signed by an authorized Petra representative. Please call a Petra customer service representative at 800-443-6975 for an RA number. Returns without this authorization will not be accepted. RAs are effective for 60 days only.
The RA number must be printed clearly on outside of the carton, and all products must be securely protected in double packaging.
All Returns must be returned to Petra with freight PREPAID, FOB Destination.
Defective Product Returns:
Special orders or closeouts are not eligible for return. Vendors may also prohibit certain products from being returned. A Petra Sales Representative will notify Customer that a product is not returnable to Petra upon ordering the particular product(s).
Upon receipt and acceptance of returned items, Petra will credit Customer's account for Product costs. No cash refunds will be allowed. Credit on Customer's account will be issued for the amount paid on the original invoice. Return credit will be processed based on original payment terms of invoice, less any discounts. Credit card purchases will be credited back to the original card used to make the purchase.
If Product returned to Petra does not match the Product on Petra's return authorization, the return will be refused, no credit will be issued to Customer and Customer will be responsible for any freight or handling charges associated with returning the unauthorized returned Product to Customer.
Customer must allow one week for return processing.
All accounts with no activity for twelve months or greater will be closed. In order to reactivate a closed account, a new credit application will be required.
Petra trademarks may not be used in connection with any product or service that is not authorized by Petra, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Petra, its affiliates and its subsidiaries.
All trademarks and trade names that appear on Petra publications or the Petra website, www.petra.com, are the property of its respective owner(s) and may not be reproduced, copied or manipulated in any manner without the expressed, written approval of the trademark owner.
The Bluetooth® word mark and logos are registered trademarks owned by Bluetooth SIG, Inc., and are used for reference purposes only.
© 2016 Western Digital Corporation or its affiliates. All rights reserved. SanDisk and the SanDisk logo are trademarks of Western Digital Corporation or its affiliates, registered in the U.S. and other countries. Infiniflash is a trademark of Western Digital Corporation or its affiliates. microSDXC is a trademark of SD-3C, LLC. Other brand names mentioned herein are for identification purposes only and may be the trademark(s) of their respective holder(s).
All content included on or comprising all Petra publications or the Petra website including information, data, photographs, videos, typefaces, graphics, music, sounds and other material is protected by copyright, trademark, patent, or other proprietary rights, and these rights are valid and protected in all forms, media and technologies existing now or developed in the future. All content is copyrighted under the U.S. and international copyright laws, and Petra owns, to the fullest extent allowed by such laws, the copyright in the selection, coordination, arrangement, and enhancement of all content.
During the course of business between Petra and Customer, Petra may disclose certain confidential and proprietary information ("Confidential Information") to Customer. Confidential information will include all data, materials, Products, inventory information, technology, trade secrets, computer programs, specifications, manuals, business plans, software, marketing plans, pricing, financial information, Petra's Web site, artwork, and other information disclosed or submitted orally, in writing, or by any other media. Nothing will require Petra to disclose any of its information. Customer agrees that the Confidential Information is to be considered confidential and proprietary to Petra and Customer will hold the same in confidence and will not use the Confidential Information other than for the purposes of sales with its customers pursuant to Petra's Standard Terms and Conditions. Customer will not disclose, publish, or otherwise reveal any of the Confidential Information received from Petra to any other party whatsoever. Confidential Information furnished in tangible form will not be duplicated by Customer or any of Customer's employees except for the purposes of Petra's Standard Terms and Conditions. Upon Petra's request, Customer must return all Confidential Information received in written or tangible form, including copies or reproductions or other media containing such Confidential Information, within ten (10) days of such request.
To protect our business relationship with you, Petra has utilized the following methods as accepted evidence of your completion of documents required between Petra and its customers:
Handwritten manual signatures
Use of Petra's Online Application System (https://www.petra.com/application) to complete all required documentation
Use of the third party electronic signature software, DocuSign™ or Adobe Echo (this does not include Adobe signed documents, the document must be signed using the Adobe Echo service)
Petra appreciates your understanding that no other method of signature will be accepted. By utilizing either Petra's Online Application System or DocuSign™, you agree any electronic signature provided is the legal equivalent of a manual signature.
Customer represents and Petra relies upon this representation, to its detriment, that Customer will not misbrand or falsely advertise any Products, and that Customer will comply with all applicable state and federal laws, rules, regulations and requirements of the United States, including but not limited to all U.S. Code and Federal Regulations regarding the Federal Communications Commission. Any violation as determined by the U.S. government or any other government with jurisdiction over such matters that applies to or affects Customer's performance under Petra's Standard Terms and Conditions, will be conclusive evidence of Customer's breach of these representations.
Petra makes no warranty, guarantee or representation, whether written or oral, regarding any Products. Petra will only pass along those warranties, guarantees or representations given to Petra by its Vendors.
PETRA SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY ALLEGED DAMAGES, PERSONAL INJURY, PROPERTY DAMAGE, OR OTHERWISE, THAT MAY ARISE FROM THE USE, MISUSE OF THE PRODUCTS OR USE OF THE PRODUCTS FOR WHICH IT WAS NOT INTENDED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE HEREBY DISCLAIMED BY PETRA.
PETRA IS NOT RESPONSIBLE FOR AND HAS NO DUTY TO DEFEND, INDEMNIFY OR HOLD HARMLESS CUSTOMER, ITS AFFILIATES, OR ANY OTHER PARTY, FROM OR AGAINST ANY CLAIM, DEMAND OR LIABILITY, REGARDLESS OF INITIATING PARTY, WHETHER IN LAW OR EQUITY (collectively referred to as "CLAIMS"), ARISING OUT OF OR RESULTING IN ANY WAY FROM CUSTOMER'S PURCHASE, SALE, USE OR MARKETING OF PRODUCTS SUPPLIED UNDER THESE TERMS AND CONDITIONS.
CUSTOMER WILL INDEMNIFY, HOLD HARMLESS AND DEFEND, UPON DEMAND, PETRA ITS AFFILIATES, DIVISIONS, SUBSIDIARIES, SUCCESSOR, ASSIGNEES AND EACH OF THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS AND EMPLOYEES AGAINST ANY CLAIMS ARISING FROM (1) CUSTOMER'S USE OF, MARKETING OF OR SALE OF PRODUCTS SUPPLIED BY PETRA IN ANY OTHER MANNER OTHER THAN AS SPECIFIED UNDER THESE TERMS AND CONDITIONS; (2) ANY ACTUAL OR ALLEGED INFRINGEMENT OF PATENT, TRADEMARK, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY ; OR (3) CUSTOMER'S BREACH OF THESE TERMS AND CONDITIONS. In the event of Claims or other matter covered by Petra's Standard Terms and Conditions, Customer agrees to notify Petra within three (3) business days of being aware of such action, in writing.
UNDER NO CIRCUMSTANCES WILL Petra be liable to Customer, or any third party for any loss of profits or revenue or for any incidental, special, consequential or punitive damages resulting from any performance, non-performance, breach or termination of this relationship. Any liability as a result of the Parties’ relationship will be limited to the recovery of the net amount paid by Customer the for Product(s) that is the subject of a claim.
Acceptance of all or any part of payment due or acceptance of any part of the purchase price of Product will in no way bind Petra to accept future orders or constitute a waiver of any right Petra might have with respect to Customer's failure to comply with Petra's Standard Terms and Conditions. Neither party’s failure to enforce any provision herein will be deemed a waiver of that provision or of the right to enforce it in the future. Petra's Standard Terms and Conditions, and any application, addenda or attachments referenced herein, will contain the entire understanding of the parties and supersedes all prior written or oral agreements or representations.
Informal Dispute Resolution. THIS PROCESS DOES NOT APPLY TO ANY DISPUTE THAT ARISES UNDER PARTIES' CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS. At the written request of either party, the Parties will attempt to resolve any dispute arising under or relating to Petra's Standard Terms and Conditions through the informal means described in this Section. Each party will appoint a senior management representative with the authority to discuss and settle any dispute. The representatives will furnish to each other, all non-privileged information with respect to the dispute that the parties believe to be appropriate and germane. The representatives will use commercially reasonable efforts to resolve the dispute without the necessity of any formal proceeding. Formal proceedings for the resolution of the dispute may not be commenced until the earlier of: (i) the designated representatives conclude, as evidenced in writing, that resolution through continued negotiation does not appear likely; or (ii) thirty (30) days have passed since the initial request to negotiate the dispute was made; provided, however, that a party may file earlier to avoid the expiration of any applicable limitations period, to preserve a superior position with respect to other creditors, and/or to apply for interim or equitable relief.
Any disputes brought by Customer against Petra arising out of or in connection with this Agreement will be decided exclusively and solely by a court of competent jurisdiction located in Oklahoma City, Oklahoma. Parties waive any objections to venue in Oklahoma City, Oklahoma and agree to not plead or claim that any matter has been brought in an inconvenient forum. Furthermore, any Party who removes or attempts to remove any action outside of Oklahoma City, Oklahoma, will pay the other’s reasonable attorney fees and costs incurred in preventing such a removal or in obtaining a remand to those courts located in Oklahoma City, Oklahoma. Any dispute brought by Petra against Customer arising out of or in connection with this Agreement will be decided, at Petra's sole discretion, exclusively and solely by a court of competent jurisdiction located in (a) Oklahoma City, Oklahoma or (b) in the state of Customer's principal place of business ("venue"). Customer waives objections to venue in either location and agrees to not plead or claim an inconvenient forum. Furthermore, if Customer removes or attempts to remove any action outside of these venues, Customer will pay the reasonable attorney fees and costs Petra incurs in preventing such a removal or in obtaining a remand to those courts located in the venue chosen by Petra.
Any notice required by Petra's Standard Terms and Conditions or given in connection with it, will be in writing, or via electronic mail to [email protected] and will be given to the appropriate party by personal delivery, certified mail, postage prepaid, or recognized overnight delivery service.
A Public Educational System is defined as an entity receiving public funds to provide access to education.
Due to various laws, if a Customer is a Public Educational System, certain terms and conditions may not apply. Whether terms and conditions are applicable will be determined by the specific state laws governing the Customer. Furthermore, Petra agrees that these terms and conditions will be modified based on the applicable laws governing that Customer.
If any of these terms and conditions will be held to be unenforceable for any reason, the remaining portions will continue to be binding on both Parties.
Customers must call in advance to cancel a backorder. Backorders are shipped automatically. Customers must call in advance to cancel a backorder. Backordered Product that is less than ten dollars ($10) is automatically cancelled. For backordered or discontinued Products over ten dollars ($10) in value, a Petra Sales Representative will contact Customer to discuss shipment details.
Orders that have been released to Petra's distribution center for processing are not eligible for cancellation. Petra is not responsible for typographical errors or erroneous data in publications, Web site or any other media. Please note that items ordered may not be exactly as pictured in any media which Petra uses to promote or advertise Products, including Petra's catalog, or website. Prices are subject to change without notice. A Petra Sales Representative may be contacted for the latest product pricing and availability.
Petra reserves the right to limit quantities.
Some product lines are available in certain territories only, as stipulated by the manufacturer. These items are marked with this icon: *Territory Restricted. Please call a Petra Sales Representative for more details.
Customer and Petra's relationship with one another is that of independent contractors for purposes of Petra's Standard Terms and Conditions. Petra's Standard Terms and Conditions do not establish a franchise, joint venture or partnership, or create any relationship of employer and employee, master and servant, or principal and agent between the parties. Neither party will have, nor represent that it has, any power, right or authority to bind the other party, or to assume or create any obligation or responsibility, express or implied, on behalf of the other party without such other party’s written consent.
All sections contained in Petra's Standard Terms and Conditions will survive termination by either party.