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.
“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 email@example.com or (510) 288-9928 to file a RMA Request. Once the claim is validated, a replacement will be sent to the customer.
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.
7.8. 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.
PURCHASERS WHO FAIL TO COMPLY WITH THE FOREGOING TERMS FORFEIT THE RIGHT TO SELL THE PRODUCTS.