OSIAMO, LLC
TERMS & CONDITIONS
By using this site (the “Site”), you (“You,” “Your,” “Yours”) signify Your agreement to all terms, conditions, and notices contained or referenced herein (the “Terms and Conditions”). OSIAMO LLC (“OSIAMO”) reserves the right, at its sole discretion and without further notice, to update, amend or revise these Terms and Conditions at any time. Please check the Terms and Conditions periodically for changes. Your continued use of this Site following the posting of any changes to the Terms of Conditions constitutes acceptance of those changes. If You do not agree to these Terms and Conditions, please do not use this site. This Agreement constitutes the entire and only agreement between OSIAMO and You, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site, the content, products or services provided by or through the Site, and the subject matter of this Agreement.
1. Valid Terms and Conditions. All sales are subject to these Terms and Conditions ("TERMS") of OSIAMO LLC, a New York limited liability company, located at 438 Fifth Ave, Suite 200, Pelham, NY (“OSIAMO”); and, if buying on credit, to Your credit agreement with OSIAMO, incorporated herein by reference. All other terms, including any terms proposed by You or contained in Your acceptance of a purchase order, are excluded. Any and all changes to this Agreement must be in writing and signed by each party. This Agreement and all disputes relating to this Agreement will be governed by the laws of the State of New York, USA, and You hereby consent to the jurisdiction and venue of, the state and federal courts located in the City and State of New York, USA.
2. Final Sales/Purchase Order/Payment. All sales are final and there will be no refunds on products that have been delivered to You at Your designated location or, if applicable, made available for pickup by You at OSIAMO’s location. Payment is due in full on the date stated in a purchase order. Interest at the lesser of 1½ % per month or the maximum rate allowed by law will be imposed on outstanding and delinquent payments from the payment due date until paid. You will pay to OSIAMO all applicable federal, state and local sales and use taxes. In addition to any other available rights and remedies, OSIAMO will be entitled to recover from You all costs of collection and litigation, including, but not limited to, reasonable attorneys' fees and court costs. OSIAMO reserves the right to require payments in advance or to cancel the unfilled portion of this Agreement, without notice, in the event of Your default of any Agreement provisions or if Your financial status becomes impaired or deemed unsatisfactory to OSIAMO.
3. Deliveries -- Schedule. You shall give OSIAMO at least 72 hours prior notice of the time, place and rate of requested deliveries. Delivery schedules will be mutually agreed-upon between OSIAMO and You. OSIAMO reserves the right to reject any purchase order.
4. Deliveries – Liability for Damage. If product deliveries are to be made at Your designated location, You must provide suitable approaches to delivery points beyond paved streets and You assume full and exclusive responsibility for any and all liability for damage to driveways, parking lots or other property at the location designated by You for the delivery and dumping of the purchased product.
5. Limited Warranty. You are solely responsible for determining the type, quantity, condition, constituents and quality of products to be purchased and their fitness for Your intended use; and, in this connection, OSIAMO warrants only that the products purchased and to be delivered to You will be in the quantity set forth in the applicable purchase order, based upon the units of measurement set forth therein; and You acknowledge and agree that the exclusive remedy for any breach of this limited warranty by OSIAMO shall be the delivery by OSIAMO of the product quantity so specified. Except for this limited warranty, all product sales will be “AS IS, WITH ALL FAULTS, IF ANY.” ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, STAUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED. THE REMEDY SET FORTH IN THIS SECTION 5 WILL CONSTITUTE YOUR SOLE REMEDY UNDER THIS LIMITED WARRANTY.
6. Claims. You must give OSIAMO written notice (email to suffice) within forty-eight (48) hours after product delivery, of any claim against OSIAMO, as a result of any alleged nonconforming materials or any other cause whatsoever, time being of the essence. OSIAMO will be given a reasonable opportunity to investigate all claims. Any failure by You to give written notice within such 48-hour period will be deemed a conclusive waiver by You of all such claims against OSIAMO.
7. DAMAGES. OSIAMO WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RELATED TO DELAY, WHETHER BASED ON STATUTE, TORT, AGREEMENT, OR OTHERWISE, AND WHETHER OR NOT ARISING FROM OSIAMO'S NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT FOR OSIAMO’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT WILL OSIAMO BE RESPONSIBLE FOR DAMAGES DUE TO THE ACTIONS OF OTHERS OR THE FAILURE OF YOU TO COMPLY WITH YOUR OBLIGATIONS HEREUNDER. OSIAMO'S LIABILITY FOR ANY CLAIMS WILL BE LIMITED TO THE PURCHASE PRICE OF THE PRODUCT SOLD UNDER THIS AGREEMENT.
8. Waiver/Enforceability. Failure of OSIAMO to exercise any of its rights hereunder will not be deemed a waiver of any such right; and a waiver of any right or obligation hereunder will not constitute a continuing waiver. The unenforceability of any provision of this Agreement will not affect the enforceability of any other provision of this Agreement, and each other provision of this Agreement will be severable and enforceable to the extent permitted by law.
9. Third-Party Sites.
This Site contains certain links to other sites on the Internet. These sites may contain information or material that some people may find inappropriate or offensive. These other sites are not under the control of OSIAMO. By using this Site, You acknowledge that OSIAMO is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such other sites. The inclusion of such a link does not imply endorsement or approval of the site by OSIAMO or any association with its operators. If You decide to leave this Site and access linked third-party websites, You do so at Your own risk. We allow access to third-party sites from which You may have the opportunity to purchase certain goods or services offered by other merchants. Such merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. OSIAMO is not a party to any type of transaction(s) entered into between You and third-party merchants. You agree that the use of third-party websites of any such third-party merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES IS OSIAMO LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND ANY THIRD-PARTY MERCHANTS OR FOR ANY INFORMATION APPEARING ON THIRD-PARTY MERCHANT SITES OR ANY OTHER SITE LINKED TO OSIAMO’S SITE.
10. Proprietary Rights.
You acknowledge and agree that all content and materials available on this Site are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. You do not acquire ownership rights to any content, document or other materials viewed through the Site. You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such materials or content. Notwithstanding the above, You are permitted to print or download copies of the materials or content on this Site on any single computer for Your work-related commercial use, provided You keep intact all copyright and other proprietary notices. Systemic retrieval of data or other content from this site to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from OSIAMO is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in these Terms of Use is prohibited. The posting of information or materials on this Site does not constitute a waiver by OSIAMO of any rights in such information or materials.
As noted above, the reproduction, copying, or redistribution for commercial purposes of any materials or design elements on this Site is strictly prohibited without the express written permission of OSIAMO.
11. Disclaimer of Warranties.
ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THIS SITE (THE “CONTENT”) ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE. THE CONTENT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. OSIAMO, ITS OFFICERS, DIRECTORS, MEMBERS, AGENTS AND EMPLOYEES DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THIS SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THIS SITE IS SOLELY AT YOUR RISK. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.
12. Limitation of Liability.
Under no circumstances shall OSIAMO, its officers, directors, members, agents and employees be liable for any direct, indirect, punitive, incidental, special, or consequential damages that result from the use of, or inability to use, this Site. This limitation applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if OSIAMO has been advised of the possibility of such damage. Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, OSIAMO’s liability in such jurisdictions shall be limited to the extent permitted by law.
13. Nontransferable. Your right to use the Site is not transferable. Any password or right given to You to obtain information or documents is not transferable to a third party.
14. Indemnification.
You agree to defend, indemnify, and hold harmless OSIAMO and its employees, contractors, members, officers and directors from all liabilities, claims, and expenses, including attorney’s fees, that arise from Your use or misuse of this Site. You reserve the right, at Your own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will cooperate with OSIAMO in asserting any available defenses.
15. International Use.
OSIAMOmakes no representation that materials on this site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws.
16. Choice of Law and Forum.
These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of New York, USA, excluding its conflicts of law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms and Conditions or Your use of this Site shall be filed only in the state or federal courts located in the State of New York, City of New York, USA, and You further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
17. Severability and Integration.
Unless otherwise specified herein, this Agreement constitutes the entire agreement between You and OSIAMO with respect to this Site and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between You and OSIAMO with respect to this Site. If any part of these Terms and Conditions is held to be invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.