GENERAL PURCHASING TERMS AND CONDITIONS

NOTICE: The purchase of any Products by the Buyer from Lockly is expressly limited to and governed by these Terms and Conditions. These Terms and Conditions are incorporated into and made a material part of any purchase order issued by the Buyer.  No Buyer’s terms or conditions shall become part of the parties’ agreement or shall modify these Terms and Conditions, even if signed by a representative of Lockly, nor shall any course of performance, course of dealing, or usage of trade operate as a modification or waiver of these Terms and Conditions.  By placing purchase order, issuing an order acknowledgement or confirmation, or commencing to perform under Buyer’s purchase order, Buyer accepts and assents to these Terms and Conditions.  Buyer acknowledges that these Terms and Conditions apply to all purchases by Buyer and any of its affiliates. 

1. Definitions

“Buyer” / “Purchaser” means the company or entity and/or any of its affiliates to which Lockly is providing Products or Services under the Contract. 

“Contract” means the purchase order and/or agreement issued by Buyer (including any ancillary documents provided by Buyer) and these Terms and Conditions. In the event of any conflict, the Terms and Conditions shall take precedence over other documents included in the Contract. 

“Products” means the services, equipment, parts, materials, supplies, and other goods Buyer has requested and Lockly has agreed to supply to Buyer under the Contract. 

“Lockly” means the entity providing Products to or performing Services for Buyer under the Contract. 

“Terms and Conditions” means these General Terms and Conditions for the Purchase of Products. 

2. No Resale

Unless agreed otherwise, Lockly hereby prohibits the Buyer to sell any Lockly Products and Services on any channel. The Buyer hereby agrees that no price will be displayed or made available online on any online platform or in any form. 

3. Product Pricing

The List Price may be revised by Lockly at its sole discretion by providing no less than 7 days’ advance written notice communicating the changes to the Buyer. The Buyer shall implement the new pricing within 3 business days, subject to the terms and conditions outlined in this Agreement. 

4. Payment Terms

Lockly shall issue an invoice to Buyer on or after the delivery and only under these Terms. Except as otherwise set forth on the face of the Order, Buyer shall pay all properly invoiced amounts due to Lockly.  Except for any amounts disputed by Buyer in good faith. All payments hereunder will be in US dollars and made by ACH, bank remittance, credit card or company check or as may otherwise be agreed between Buyer and Lockly. In the event of a payment dispute, Buyer shall deliver a written notice to Lockly reasonably describing each disputed item. The parties shall seek to resolve all such disputes expeditiously and in good faith.  Lockly shall continue fulfilling its obligations under this Order notwithstanding any such dispute. 

5. Shipping Policies

Orders on in-stock inventory will typically be delivered within a week from our MSP warehouse by Lockly preferred courier or trucking companies. Free shipping options are available for orders reaching our MOQ and minimum order value of USD1,000 per delivery, with the exceptions of delivery requests outside the continental US: Alaska, Hawaii, and Puerto Rico. “Ship To Address” must be correctly indicated on Purchase Order and equivalent documents. Buyer have the option to place an order directly on Lockly B2B portal. The cost of the parcel returned due to an error on the shipping address will be borne by the Buyer. 

6. Dispute, Returns, and Refund Policies

6.1. Lockly ships Products from its warehouse based on PO from Buyer. Buyer must report with photos and other documentation that can support any claim regarding any shortage or damaged Products within 14 days of receiving the order. Any claims submitted after the 4th day will automatically be deemed invalid.     

6.2. Lockly is only responsible for quality issues relating to manufacturing defects.  The Buyer is responsible for taking care of any returns that are not quality-related such as buyer’s remorse, sizing and fitting issues, misuse, and mis-installation of Products.   

6.3. For quality-related defects claimed by Buyer. The Buyer can file a Return Authorization (RA) request with the following details: Invoice no., Serial Number, reasons for return, photos, and/or video to support the claim. Our sales representative will investigate and accept the returns with just cause. A credit memo will be used against the next order on an approved claim.  

6.4. For quality-related defects claimed directly from the end user. The Buyer can direct the customer to Lockly Customer Service team at prosales@lockly.com or  (510) 288-9928 to file a RMA Request. Once the claim is validated, a replacement will be sent to the customer. 

7. Miscellaneous

7.1. This Agreement shall commence on the Effective Date for a term of one year. It shall be automatically renewed annually. This Agreement may be terminated by either party, with or without cause, with 30 days prior written notice to the other party, or immediately by Lockly if Buyer breach any provision under this Agreement or any program.

7.2. In the event of the termination of this Agreement for any reason, all rights granted to Buyer shall terminate, and Buyer shall immediately discontinue all marketing and distribution of products purchased from Lockly unless otherwise agreed by both parties.  

7.3. Confidential Information. Confidential Information includes all information disclosed, directly or indirectly, by Lockly to the Buyer in (i) tangible form and which is designated “Confidential”, “Proprietary”, or “Trade Secret”; (ii) disclosed orally, and summarized in writing as “Confidential”, “Proprietary” or “Trade Secret”, and delivered to Buyer within thirty (30) days of the disclosure; or (iii) which by the nature of the information and the circumstances of the disclosure, Buyer should reasonably infer to be confidential or proprietary.   

Buyer may only disclose Confidential Information (1) to its employees and representatives that need to know to accomplish the purposes of this Agreement and each of whom is bound to protect the Confidential Information from unauthorized use and disclosure under the terms of a written agreement with terms as protective of the Confidential Information as those outlined in this Agreement; and (2) in response to a valid order of a court or other governmental body or as otherwise required by law to be disclosed, provided Buyer give sufficient notice to Lockly to enable Lockly to take protective measures. 

7.4. Buyer shall defend, indemnify, and hold harmless Lockly from and against any suits, infringement, legal proceedings, claims, demands, damages, liabilities, losses, fines, penalties, costs, and expenses including reasonable legal fees. 

7.5. Buyer shall attend training provided by Lockly, provide customer service and deal with complaints and similar events efficiently and appropriately which conforms to Lockly’s highest standards. 

 7.6. Information, Images, and Photos. All logos, images, terms, policies, and product information are the property of Lockly and cannot be copied or distributed without the express written consent of the company.  

 7.7. Privacy. Lockly shall comply with our Privacy Policy and shall not disclose any personal information to external organizations except to fulfill your order.   

7.8. Severability. If any part of this Agreement is found to be unenforceable, the remainder shall continue in full force and effect and the unenforceable provision shall be reformed to give maximum legal effect to the intentions of the parties as expressed herein.    

7.9. Waiver. The failure of any party to enforce any of the terms and conditions of the Agreement shall not constitute a waiver of that party’s right thereafter to enforce every term and condition. 

7.10. Taxes. Unless otherwise stated in a Purchase Order, all prices or other payments stated in the Purchase Order are exclusive of any taxes.  Lockly shall separately itemize all applicable taxes each on each invoice or indicate on each invoice its applicable tax registration number(s). Buyer will pay all applicable taxes to Lockly when the applicable invoice is due. Lockly will remit all applicable taxes to the applicable government authority as required by applicable laws. 

7.11. Warranties. THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL LOCKLYOS & LOCKLY APPS OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF LOCKLY\OS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.” 

7.12. Applicable Law – All purchases, and these terms and conditions are under the laws of MN, USA. 

BY MAKING A PURCHASE AT LOCKLY, YOU AGREE AND ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.

AUTHORIZED RESALE POLICY

PIN Genie Inc, DBA LOCKLY (“Lockly”) hereby adopts this Resale Policy (this “Policy”) and requires that each person, firm, or entity (as applicable, a “Purchaser”) that purchases Lockly’s products (the “Products”) for resale or other distribution agree to comply with this Policy.  

Any Purchaser that fails to comply with this Policy will be deemed an unauthorized Purchaser of the Products, and as such, shall have no right to: (i) sell the Products, (ii) use LOCKLY’s intellectual property, including any of its trademarks or copyrights, or (iii) offer LOCKLY’s consumer warranty applicable to any of the Products.  

1. Applicability. This Policy applies to all resales of the Products. Regardless as to where the Products were acquired, either directly from the Lockly, through an authorized distributor, or some other procurement method, a Purchaser must comply with the terms of this Policy.  
2. Sales to End Users Only. Unless otherwise agreed with Lockly in writing, Purchaser may only purchase Products for resale to consumers and end user customers, and Purchaser may not resell Products to other Purchasers, distributors or for further distribution in any manner.  
3. No Sales on Online Marketplaces. Without the Lockly’s express written consent, Purchaser may not advertise or sell the Products online on any e-commerce platform, specifically including, but not limited to, Amazon, eBay and Walmart.  
4. Handling and Storage. The Purchaser agrees to handle and store the Products in a safe manner and in compliance with Lockly’s storage and handling guidelines. Purchaser will ensure that any Products it purchased are stored in secure, climate-controlled warehouses.  
5. Product Packaging and Display. Purchaser shall sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations to Products or their packaging are not permitted. Tampering with, defacing, or otherwise altering any serial number, UPC code, batch or lot code, SKU or other identifying information on Products or their packaging is prohibited. The Purchaser may not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Purchaser shall not advertise, market, display, or demonstrate non-LOCKLY Products together with the Products in a manner that would create the impression that the non-LOCKLY Products are made by, endorsed by, or associated with LOCKLY. The Products may not be branded by Purchaser as Purchaser’s own brand. 
6. Trademarks; Copyrights. Purchasers that comply with this Policy have a limited, non-exclusive, non-sublicensable, revocable license to use Lockly’s trademarks and copyrights in connection with the sale of the Products. Purchaser shall not alter, modify, or change any trademark or copyright, nor shall Purchaser use any trademark or copyright other than for the promotion and sale of the Products, nor shall Purchaser use any trademark or copyright in any manner that negatively impacts such trademark or copyright or the Lockly. Failure to comply with the Policy will result in the automatic revocation of the license granted herein and a total forfeiture of the rights granted herein. Lockly reserves the right to revoke this license at any time for any or no reason.  
7. Locations / Reporting. Purchaser agrees to track the Products it purchases and to store all such Products at locations in compliance with this Policy. At Lockly’s request, Purchaser will provide LOCKLY with (a) a list of all storage locations utilized by Purchaser, (b) an inventory of Products maintained at each such storage location, and (c) physical access for Lockly to perform an inventory to confirm the amounts and locations of Products at Purchaser’s stated locations.  
8. Product Inspection. Promptly upon receipt of the Products, Purchaser agrees to inspect the Products for damage, defects, evidence of tampering, or other non-conformances (a “Defect”). If any Defect is identified, Purchaser must not offer the Product for sale and must promptly report the Defect to Lockly.  
9. Recall and Consumer Safety. To ensure the safety and well-being of the end users of the Products, Purchaser agrees to cooperate with Lockly with respect to any Product recall or other consumer safety information dissemination efforts. 
10. Customer Service. Purchaser will maintain customer service phone and email response functions to handle customer complaints, returns and other customer service functions. At Lockly’s request, Purchaser will provide any reports or other information related to such customer services.  
11. Item Receipt Discrepancy, Product Damage, Loss, and Theft. For any item receipt discrepancy, or if Products purchased by Purchaser are damaged, lost or stolen, Purchaser will promptly report such event to Lockly. 
12. Report Unauthorized Purchasers. If Purchaser has information or reasonably suspects that any person is purchasing and reselling or distributing Products in a manner not authorized by Lockly or in violation of this Policy, Purchaser must promptly notify Lockly.  
13. Support of Manufacturer’s Warranty.  Purchaser may extend to any proper Purchaser of the Products the original manufacturer’s warranty in accordance with its terms. The Purchaser may not modify or alter the original manufacturer’s warranty, represent, or characterize the original manufacturer’s warranty in any misleading manner, or extend its own warranty with respect to the Products. Failure to comply with this Policy will result in the total forfeiture of Purchaser’s right to offer Lockly’s consumer warranty.  
14. Other Information, Documents and Reports. Purchaser must provide Lockly with any supplemental information, documents, and reports that Lockly may request in order to validate Purchaser’s compliance with this Policy and to support Lockly’s warranty support and customer support obligations and initiatives. 

PURCHASERS WHO FAIL TO COMPLY WITH THE FOREGOING TERMS FORFEIT THE RIGHT TO SELL THE PRODUCTS.