- Sales Terms
- Special Orders
- Fulfillment Program
- Payment Terms
- Freight Terms
- Inactive Accounts
- Warranties & Representation
- Indemnification & Limitation of Liability
- Non-Waiver & Prevailing Terms
- Dispute Resolution & Governing Law
- Additional Terms
References to Petra hereinafter refer to Petra Industries, Inc., 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 shall prevail.
WHOLESALE SALES ONLY. All transactions between Petra and the Customer (collectively referred to as "Parties") are for WHOLESALE purposes only and as such, under Oklahoma law, Petra is exempt from the collection and/or remittance of sales and/or use tax regardless of the delivery destination of shipment. Customer shall be solely responsible for the collection and payment of any and all state, federal, sales, use, or other taxes arising from or related to the Parties' transactions hereunder. Shipments, including first-time orders, cannot be released until Customer provides the following:
- A Sales Tax Resale Number indicating exempt status.
- A Federal Identification Number.
- Verification that all merchandise shall be sold with the intention of resale by Customer.
- A completed and signed new account credit application.
- A valid sales tax resale certificate or a signed Multi-State Sales Tax Exemption and Resale Certificate.
- Verification and validation that Customer's business is an industry-related business in good standing.
- A completed Credit Card Authorization form (if Customer's payment terms requires).
- Local registration documentation (International accounts).
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:
- Out of Stock product
- Special orders
- Shipments using an LTL service
- Dropship orders
- Fulfillment orders
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:
- Petra is not responsible for knowing, nor does Petra make representations, interpretations or assumptions as to which Products shall be classified by federal, state or local agencies, governments or the similar as personal defense or weapons;
- Customers are responsible for knowing, understanding and applying any and all federal, state, city or local laws, regulations, codes or the similar as related to the resale of these Products;
- Petra EXPRESSLY DISCLAIMS any responsibility to provide Customer with notice of, or to provide Customer with knowledge about, any possible restrictions on Customer's resale of these Products; and,
- Petra's sales of these Products are done so for wholesale resale purpose only. Use of Products is AT Customer's OWN RISK. Petra assumes no responsibility for use of any Product supplied.
Customer is granted a revocable, 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"). Petra grants Customer a revocable non-exclusive, non-transferable, non-assignable right to publish and utilize any requested and provided Media Content.
From time to time, some Vendors require authorization for Customer to offer Vendor's Products and/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 shall 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 shall 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 shall pay all invoices pursuant to the payment terms established for Customer's account by Petra's Credit Team and shall be subject to the following:
- Customer must allow two weeks for processing of all credit applications.
- All payments shall be in U.S. Dollars.
- C.O.D. certified funds are accepted via bank-issued cashier's check or money order. Fulfillment and special order items are not available to Customer under these payment terms.
- C.O.D. company checks are accepted pending approval of a completed and signed credit application.
COMPANY CHECKS ARE NOT ACCEPTED WITHOUT CREDIT APPROVAL.
- Net terms are available pending approval of Customer's completed and signed credit application. For higher net term limits, Customer's current financial statements are required. All net terms are calculated from invoice date, which shall be the date of shipment.
- A 1.5% monthly finance charge will be added to all past due invoices.
- Petra reserves the right to hold all shipments on any Customer's account that becomes delinquent without authorization or liability for fees, chargebacks and/or penalties.
- Should Customer's account become delinquent, its terms will be automatically changed to C.O.D. terms. Such account will be sent for collections, and Customer is responsible for all collection charges and attorney fees.
- Major credit cards are accepted, including Visa, MasterCard, Discover, and American Express. Such credit terms require a signed Credit Card Authorization on file and will only be accepted from persons authorized by the card holder to place such orders. Customers may use a debit card; however, use of a debit card may subject Customer to an authorization hold placed by the financial institution issuing the debit card. The release of any authorization hold is a matter between Customer and Customer's financial institution. Customer is responsible for understanding its particular financial institution policies regarding authorization holds and the specific effects on Customer's financials. Petra will not be responsible for any fees or charges incurred as a result of Customer's use of a debit card and any resulting authorization hold.
- EFT and wire transfers are accepted. Petra's Credit Team may be contacted at 866-719-6292 for instructions. A $25.00 returned check charge will be assessed for any check returned for any reason.
- Payment for international accounts (outside the United States and Canada) will be via prepaid wire transfer only
- In addition to other rights provided by Petra's Standard Terms and Conditions or by law, Petra reserves the right to cancel at any time without Customer's authorization and without any liability, charge, cost or expense to Petra, any unshipped purchase order, or portion thereof, should Customer become delinquent on its payment terms. Petra may, based on the circumstances known at the time of nonpayment, contact Customer prior to suspension of shipments; however, this contact shall be at Petra's sole discretion and is not a guarantee or requirement that such will occur prior to cancelation of purchase orders due to a delinquent account.
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.
- Should an order be requested to be shipped to Canada or Mexico, Petra is neither responsible nor liable for any taxes, duties, fees, or other charges that may be associated with the processing of such North American Free Trade Agreement shipments. All such charges and requirements are the sole responsibility of Customer. A separate invoice for these charges may be received from a freight forwarder, FedEx, UPS, or other third party.
Regardless of whether freight is prepaid or if Customer is allowed a 2% freight allowance as detailed above, the following stipulations apply:
- The maximum dollar amount of the following product categories may not exceed 50% of Customer's total order: office machines, tape products, batteries, moving supplies, A/V mounts over 50 lbs. 13"+ televisions/LCDs, furniture, home theatre kits, metal/wood products, jewel cases, bulk wiring products, observation/security systems, surge/UPS systems, power inverters, structured wire enclosures, floor-standing/tower speakers, central vacuum systems, central vacuum components and exercise equipment thirty (30) lbs and under in weight.
- Speaker boxes, projector screens, air conditioners, all medium- or large-sized home appliances, and exercise equipment over thirty (30) lbs in weight are excluded from the prepaid freight programs. At Petra's sole discretion, based on weight and dimensions, some security systems and monitors may also be excluded from the prepaid freight programs.
- C.O.D. fees and surcharges are not, for any reason, prepaid, regardless of freight qualifications.
- No fulfillment order will qualify for free freight.
- A Petra Sales Representative will be able to confirm individual products eligibility.
Hazardous materials cannot be shipped by any other method than a Ground Service. These materials cannot be shipped to Alaska, Hawaii, or Puerto Rico for any reason, regardless of ship-to information.
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 shall 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:
- Customer must provide a contact name, phone number and email address for a point of contact at the Freight Forwarder.
- Petra must receive proof of export from the Customer or Freight Forwarder after each shipment.
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.
- If the RA number is not visible, the shipment may be refused.
- If shipping labels are placed on the package, and/or RA numbers written on the Vendor’s boxes, the Product will not be in resalable condition, and, in turn, will not be eligible for return.
- All original packaging and materials, including all parts, accessories and instruction manuals from the Vendor must be returned with the product.
- Failure to comply with these requirements may result in chargebacks, penalties, and/or other fees to Customer, up to and including denial of RA credit.
All Returns must be returned to Petra with freight PREPAID.
Defective Product Returns:
- Defective Product may be returned to Petra within thirty (30) days of sale to Petra's Customer. After 30 days, defective Product must be returned to the Vendor, under the specific warranty allowances.
- Damaged and defective Product replacements will be sent with no freight expense to Customer's customer.
- All non-defective returns will be assessed a fifteen percent (15%) restocking fee.
- Non-defective returns will not be accepted ninety (90) days after sale to Petra's Customer, regardless of reason.
- Returns will only be accepted if Product is in resalable condition with all original packaging.
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.
The following are trademarks and/or registered trademarks of Petra Industries, Inc.:
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 other 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.
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.
Providing Petra with contact information (phone, e-mail, fax number and mailing address) authorizes Petra to contact Customer through mailings, e-mail, fax, and phone. Petra believes in protecting Customers' private information. Petra will not give away, sell, rent, or lease Customers' personal information to any third party.
During the course of business between Petra and Customer, Petra may disclose certain confidential and proprietary information ("Confidential Information") to Customer. Confidential information shall 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 herein shall 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 shall hold the same in confidence and shall 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 shall 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™
Petra appreciates your understanding that no other merthod 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 said 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, shall 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 shall only pass along those warranties, guarantees or representations given to Petra by its Vendors.
FURTHERMORE, PETRA MAKES NO WARRANTY, GUARANTEE OR REPRESENTATION, WHETHER WRITTEN OR ORAL, ON VENDOR’S BEHALF REGARDING THE PRODUCTS. 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.
Customer agrees to hold harmless, indemnify, and defend Petra, its affiliates, divisions, subsidiaries, successors, and assignees and each of its officers, directors, shareholders, agents, and employees from and on demand, reimburse Petra for any and all damages, losses, and/or expenses (including attorney’s fees and other costs of defense) incurred in connection with any and all suits, claims, demands, or liabilities, regardless of initiating party, both in law and equity, (collectively referenced as "Claims") arising out of or resulting in any way from: (1) any negligent act or omission or willful misconduct of Customer, its representatives, agents, employees, independent contractors or subcontractors relating to the purchase or sale of any Products regardless of whether said sale is between Customer and Petra or between other parties; (2) actual or alleged failure to comply with any state or federal laws, U.S. code, regulations as related to Customer's performance of this Agreement, which includes, but is not limited to, any alleged or actual state or federal penalties or fines resulting from Customer's purchase, sale, consumption or use of any Product, whether foreseen or otherwise; (3) from actual or alleged breach of any warranty, guarantee or certificate issued or extended to Petra or its affiliates; or (4) any actual or alleged infringement of any patent, trademark, copyright, trade secret or other intellectual property right of a third party, pertaining to or in connection with Customer's advertising or misuse of any intellectual property acquired through Petra by Customer for the sale of any Products. Customer shall have no responsibility with respect to liability resulting solely from Petra's gross negligence or willful misconduct. 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.
In no event shall 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 shall be limited to the recovery of the amount Customer actually paid for Products for the six months prior to any award or settlement of liability by Parties.
Acceptance of all or any part of payment due or acceptance of any part of the purchase price of Product shall 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, shall 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 NOR DOES IT AFFECT EITHER PARTY’S RIGHTS THEREUNDER. 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.
All disputes and transactions between Petra and Customer shall be subject to, and shall be interpreted according to the laws of the State of Oklahoma, without regard to conflicts of laws principles. Any disputes arising out of or in connection with this Agreement shall 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 brought herein has been brought in an inconvenient forum. Furthermore, any Party who removes or attempts to remove any action outside of Oklahoma City, Oklahoma, shall 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 notice required by Petra's Standard Terms and Conditions or given in connection with it, shall be in writing, or via electronic mail to firstname.lastname@example.org and shall be given to the appropriate party by personal delivery, certified mail, postage prepaid, or recognized overnight delivery service.
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.