TERMS AND CONDITIONS

  • Purchase of Products
    (a) Except to the extent otherwise agreed upon in writing, the terms set forth herein shall govern the sale and delivery of the products described on the reverse side hereof (“Products”) by PSS Distribution LP (“Seller”) and purchased by the purchaser named on the reverse side hereof (“Purchaser”).
    (b) All dealings between the parties shall be in writing and no order of Purchaser shall be binding on Seller until approved in writing by Seller.
    (c) Prices of Products are subject to change without notice, and all references in sales brochures, technical data sheets and offers as details of the Products are approximate only. No such term shall be binding on Seller unless expressly incorporated in a purchase order which is approved and accepted by Seller in accordance with the terms hereof.
    (d) Except as provided in subsection (e) of this Section 1, a purchase contract hereunder shall become effective upon the mailing of a written acceptance of Purchaser’s order by Seller.
    (e) If the terms stated in Purchaser’s order are not acceptable to Seller, Seller may amend, delete or alter such terms and submit a counter-offer incorporating such amendments, deletions or alterations to Purchaser, it being understood and agreed that such counter-offer shall be deemed accepted by Purchaser and shall become binding on the parties if and in case Seller does not receive notice to the contrary from Purchaser within twenty (20) days after Seller has sent such counter-offer to Purchaser.
    (f) Purchaser acknowledges that Seller’s acceptance of any purchase order is dependent on Seller’s prior approval of Purchaser’s credit. Purchaser agrees that Seller may demand assurances of Purchaser’s ability to pay by requesting such trade or banking references or such other information as deemed adequate by Seller.
  • Delivery
    (a) Unless expressly agreed upon in writing to the contrary, the terms of delivery are ex works Seller. All delivery times stated in the order and its acceptance are approximate only. Seller will use commercially reasonable efforts to make the Products available for pick-up and delivery by Purchaser within a reasonable time after acceptance of an order from Purchaser.
    (b) Purchaser bears the risk of loss or destruction of the Products upon and after the first to occur of (i) pick-up or acceptance of the Products by Purchaser or its common carrier at Seller’s place of business, or (ii) the tenth day after written notification from Seller that the Products are ready for pick-up at Seller’s place of business. In case Purchaser requests a delay in delivery, Purchaser assumes all risk of loss, damage and/or destruction of the Products from the date the Products are ready to be delivered.
    (c) Purchaser agrees that it will pick up or cause a common carrier to pick up the Products at Seller’s place of busi�ness within ten (10) days after written notification from Seller that such Products are ready for pick-up. If Purchaser or its common carrier does not pick up or accept the Products within ten (10) days after written notification from Seller that the Products are ready for pick-up or if Seller is required to store the Products due to any delay caused by Purchaser, Purchaser shall reimburse Seller for reasonable storage charges.
    (d) Seller reserves the right to make the Products available for pick-up and delivery in install­ments. Delay in delivery of any installment shall not relieve Purchaser of its obligation to accept remaining deliveries.
    (e) Seller shall, in its sole discretion, have the right to extend the delivery time period as reasonably needed to complete Purchaser’s order.
  • ­Force Majeure
    Notwithstanding anything to the contrary, Seller shall not be liable for any delay or failure to perform hereunder when such failure or delay is, directly or indirectly, caused by, or in any manner arises from fire, floods, accidents, civil unrest, acts of God, war, Acts of Terrorism, governmental interference or embargoes, strikes, labor difficulties, shortage of labor, fuel, power, materials, or supplies, breakage of machinery or apparatus, transportation delays, or any other cause or causes (whether or not similar in nature to any of those hereinbefore specified) beyond its control.
  • ­Warranties and Claims
    (a) Seller warrants that the Products when delivered shall comply with standards and limitations set forth in the Warranty attached hereto as Exhibit “A”.
    (b) Purchaser shall within ten (10) working days after its receipt of the Products, and in any event no later than thirty (30) days from the F.O.B. shipping date, give written notice to Seller of any claim that the Products do not conform with the terms of the order or have material defects which a casual inspection would disclose. If Purchaser fails to give such notice, the Products shall be deemed to conform with the terms of the order, and Purchaser shall be deemed to have accepted and shall pay for the Products in accordance with the terms of this order. Purchaser expressly waives any right Purchaser may have to revoke acceptance or claim a breach of warranty with respect to such obvious or material defects, a casual inspection should have disclosed after such eight-day period.
    EXCEPT AS SET FORTH EXPRESSLY IN SELLER’S STANDARD WRITTEN WARRANTY WITH RESPECT TO THOSE ITEMS MANUFACTURED BY SELLER, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE PRODUCTS, INCLUDING, WITHOUT LIMITATION, ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
    PURCHASER ACKNOWLEDGES THAT PURCHASER IS NOT RELYING ON SELLER’S SKILL OR JUDGMENT TO SELECT OR FURNISH PRODUCTS SUITABLE FOR ANY PARTICULAR PURPOSE, OR TO DETERMINE THE FEASIBILITY OF THE PRODUCTS FOR ANY PARTICULAR APPLICATIONS. PURCHASER ACKNOWLEDGES THAT THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION HEREIN. NEITHER SELLER NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR, AND PURCHASER WAIVES ANY CLAIM AGAINST SELLER AND ITS AFFILIATES FOR, MULTIPLE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS OF OTHER PROPERTY OR PRODUCTS, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF MACHINERY OR PARTS THEREOF, INABILITY TO PERFORM SPECIFIC PROJECTS, COST OF CAPITAL, INJURIES TO OR DEATH OF PERSONS OR DAMAGE TO PROPERTY OR CLAIMS RESULTING FROM CONTRACTS AND/OR AGREEMENTS BETWEEN PURCHASER, ITS CUSTOMERS AND/OR SUPPLIERS, IN EACH CASE WHICH IN ANY WAY RELATE TO THE PURCHASE OF PRODUCTS BY PURCHASER OR THE USE OF THE PRODUCTS. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THOSE ITEMS OF EQUIPMENT NOT MANUFACTURED BY SELLER, INCLUDING, WITHOUT LIMITATION, THEIR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  • Limitation of Liability.
    BUYER’S EXCLUSIVE REMEDY FOR CLAIMS ARISING HEREUNDER SHALL BE FOR DAMAGES. SELLER’S SOLE LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES RESULTING FROM ANY CAUSE WHATSOEVER INCLUDING SELLER’S NEGLIGENCE, ALLEGED DAMAGED OR DEFECTIVE GOODS, IRRESPECTIVE OF WHETHER SUCH DEFECTS ARE DISCOVERABLE OR LATENT, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE. F.O.B. SELLER’S PLANT, OF DEFECTIVE OR DAMAGED GOODS, IN NO EVENT, INCLUDING IN THE CASE OF A CLAIM OF NEGLIGENCE, SHALL SELLER BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, DAMAGES CAUSED BY ABUSE OF THE GOODS, FAULTY INSTALLATION OR REPAIR.
  • ­Prices
    (a)  All prices quoted by Seller are in U.S. funds and shall be on a net basis F.O.B. Seller’s loading dock.
    (b) All prices quoted by Seller are subject to adjustment due to Purchaser’s change orders, if any.
    (c) Unless otherwise expressly agreed upon in writing, the price quoted excludes the cost of packaging and the cost of special containers, packaging, crating, pelletizing, applicable taxes and duties, shipping, insurance or other incidental expenditures of Seller.
  • ­Payment .
    (a) Unless otherwise expressly agreed upon in writing, payment shall be made in full in cash or by wire transfer of immediately available U.S. funds within thirty (30) days of receipt of Seller’s invoice or at the time the Products are delivered at Seller’s place of business, whichever is earlier. Any past-due amounts owed by Purchaser hereunder shall accrue interest until paid in full at two percent (2%) per annum above the rate announced by CitiBank New York, N.Y., as its Prime Rate from time to time, or, if less, the highest rate allowed by applicable law.
    (b) Purchaser shall not withhold or reduce payments on account of complaints, claims, or counterclaims not acknowledged and accepted by Seller.
  • Security Interest
    Buyer grants unto Seller a security interest in and to the goods being purchased as identified and described in this Invoice and shall execute all documents necessary for the registration of the security interest including but not limited to a security agreement and a UCC financing statement. Buyer further grants a power of attorney, coupled with interest, to execute and deliver on behalf of Buyer any and all documents to effectuate the foregoing. Such security interest shall exist and remain in existence until payment in full in good funds has been made to Seller. By virtue of this security interest, Seller will have all rights available to it under the UCC or applicable law, including but not limited to self-help repossession of the goods.
  • ­Default
    (a) Purchaser shall be in default (hereinafter “Default”) under this Agreement and Seller may terminate this Agreement and exercise all other remedies in law or in equity if Purchaser: (a) fails to make payment hereunder to Seller when due; or (b) breaches any other term, provision or condition contained in this Agreement; or (c) is declared to be in default under any other agreement between Purchaser and Seller, and if in any of the foregoing cases set out in (a), (b) or (c), Purchaser fails to cure any said breach or default within ten (10) days following written notice thereof from Seller.
    (b) Upon the occurrence of a Default, Seller may elect to exercise any one or more of the following options:

    • Seller may hold the Products until such time as Purchaser has paid the respective purchase price and any expenses (including interest determined at the rate provided in subsection (a) of Section 6 above) incurred by Seller as a consequence of such default.
    • Seller may sell the Products to a third party and require Purchaser to reimburse Seller for any losses, or expenses associated therewith.
    • Seller may require payment in cash prior to delivery any Products hereunder.
    • Seller may withhold any Products not delivered to Purchaser at the time of the default.
    • Seller may terminate this Agreement.
    • Seller may exercise all other rights hereunder and may seek all other remedies available to it in law or in equity.

    (c) Purchaser agrees that, in the event any legal action should be deemed necessary by Seller to recover any sums due hereunder or under any promissory note, trade acceptance, or invoice, or, if applicable, to recover possession of the Products, as defined herein above, or any proceeds from the sales thereof, there shall be added to the sums due from Purchaser to Seller the costs of collection, including reasonable attorney’s fees.
    (d) When reasonable grounds for insecurity arise with respect to Purchaser’s performance, Seller may in writing demand assurance of due performance and until it receives such assurance may suspend any performance for which it has not already received payment.

  • ­Protection of Trade Secrets and Confidential Information.
    The parties hereto agree that
    (a) Except as provided for in subsection (b) of this Section, Purchaser shall not disclose any Trade Secrets or Confidential Information of the other party to any individual or entity not a party to this Agreement.
    (b) Purchaser may make available Trade Secrets or Confidential Information to its qualified employees, as defined hereinafter, to the extent that such information must be disclosed to such qualified employees to apply the Trade Secrets or Confidential Information to its intended use. A “qualified employee” shall mean any individual employed by or affiliated with Purchaser who is bound by a valid and fully enforceable confidentiality agreement which contains confidentiality obligations substantially similar to the confidentiality obligations stated herein, prior to disclosure of the Trade Secrets and Confidential Information to such employee.
    (c) For purposes of this Agreement the following terms shall have the meanings set forth below:

    • The term “Trade Secrets” shall mean and include any and all designs, plans, processes, tools, mechanisms, programs or compounds known to only Seller, or to those of its clients and employees to whom they must be confided in order to be applied to the uses intended, some or all of which may arise to the level of being patentable or subject to copyrights, all as further defined under the laws of the State of Georgia.
    • The term “Confidential Information” shall mean and include information not rising to the level of Trade Secret and not generally known to or by a business in competition with the Seller or otherwise publicly disseminated by the protected party hereto, the disclosure of which may be beneficial to a competing business or detrimental to Seller.
  • ­Arbitration
    Any controversy of claim arising out of or relating to this Agreement, or the breach hereof, shall be submitted to and be finally resolved by arbitration, to be conducted by the American Arbitration Association (“AAA”), with such arbitration to be held in Atlanta, Georgia in accordance with the AAA’s Commercial Arbitration Rules then in effect. Each party hereby irrevocably agrees that service of process, summons, notices, as other communications related to the arbitration procedures shall be deemed served and accepted by the other party five (5) working days after having been mailed by first class registered mail, return receipt requested, postage prepaid, to the other party, or if actually received by the other party. The arbitration shall be conducted by one arbitrator, as selected by the AAA. Any award or decision rendered in such arbitration shall be final and binding on both parties, and judgment may be entered thereon in any court of competent jurisdiction if necessary. Except as may be provided to the contrary herein, each party hereto shall pay any and all expenses incurred by such party in connection with such arbitration proceeding, unless otherwise determined by the arbitrator.
  • ­Miscellaneous
    (a) Purchaser may not assign this contract without the express prior written consent of Seller.
    (b) Except as otherwise expressly provided in Section 1(e) hereof or in a written document, signed by Seller and Purchaser, this document and attachments and exhibits thereto constitute the entire agreement between Seller and Purchaser with respect to the subject matter herein contained and all prior agreements and communications between Seller and Purchaser, whether oral or written, are superseded by this Agreement.
    (c) No modification, limitation, waiver or discharge of this Agreement or of any of its terms shall bind Seller unless in writing and signed by a duly authorized employee of Seller. The failure of Seller to insist, in one or more instances, on performance by Purchaser in strict compliance with the terms and conditions hereof shall not be deemed a waiver or relinquishment of any right granted hereunder with respect to any succeeding breach of the same or other provision hereof.
    (d) All notices required hereunder shall be in writing and sent by first class mail or by telefax or written confirmation to such addresses as stated on the reverse side hereof.
    (e) This Agreement shall be governed by, and construed, interpreted and enforced under the laws of the State of Georgia without giving effect to the conflict of laws principles.
    (f) In connection with any litigation, including appellate proceedings, arising out of or pertaining to any of the contractual relationships between Seller and Purchaser or the breach thereof, as contemplated herein, all costs and expenses, including reasonable attorneys fees, shall be borne by the losing party or, as the case may be, shall be prorated to properly reflect any partial losing or prevailing of the parties to such litigation.
    (g) In case any conditions of this Agreement should be or become unenforceable under applicable law, the remaining provisions, stipulations and conditions of this Agreement shall not be affected thereby.

THIS ORDER OF PURCHASER IS SUBJECT TO AND GOVERNED BY THE TERMS AND CONDITIONS ON THE REVERSE SIDE HEREOF. PURCHASER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PROPOSALS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
EXHIBIT “A” PSS Distribution LP LIMITED WARRANTY
PSS Distribution L.P. (“PSS”) warrants to the original end-user customer, and to no other person or entity (including without limitation any direct or indirect transferees of the product from customer), that its footwear products will be free from defects in materials and workmanship for the applicable time periods set forth below:

Style of Footwear Length of Warranty
FOOTGUARD safety shoes
(Worn for Occupational Purposes)
180 Days From Date of Original Purchase

Exclusions. This limited warranty does not cover, and PSS shall have no obligation or liability with respect to, any damage or problems that result from:

  • Wear and tear, including wear holes, snags and worn stitching.
  • Failure to adequately maintain the product, including proper cleaning and leather conditioning.
  • Alterations, modifications or repair work performed by anyone other than PSS.
  • Products returned beyond the applicable warranty period, or used other than in the manner intended.
  • Damage caused by chemical or other foreign body contamination.
  • Use of any safety-toe (NMT, steel toe or alloy toe) boot after the boot has sustained an initial impact in excess of the specified ASTM rating for such boot. The safety toe may be shattered or otherwise damaged as a result of such impact and the boots should not thereafter be used in any environment that requires a safety toe.
  • Cuts, abrasions, or damage resulting from accident, neglect, abuse, misuse or from other than normal and ordinary use of the product.
  • Improper or inadequate fit (once footwear product has been worn/used).

Exclusive Remedy: Repair or Replacement of Defective Product. If PSS determines, after having the opportunity to evaluate the alleged defective product, that such product does not, in PSS’s sole judgment, conform to this limited warranty, PSS will, at its option and in its sole discretion, either repair or replace the product without charge to customer. PSS shall have no liability or responsibility under this limited warranty beyond repair or replacement of the defective product, and repair or replacement of the defective product shall be customer’s sole and exclusive remedy for breach of this limited warranty. PSS makes no warranties, and expressly disclaims all warranties, with respect to any repaired product or replacement product.

Exercise of Limited Warranty Rights. If customer purchased the product direct from PSS, customer must, to exercise customer’s rights under this limited warranty, deliver, mail or ship the alleged defective product (postage, shipping charges and insurance prepaid) to the PSS Returns Department at 5126 South Roval Atlanta Drive, Tucker, GA 30084 within the applicable warranty period, together with a copy of a dated sales receipt as proof of purchase and a brief description of the warranty problem. If customer purchased the product from an authorized PSS distributor or retailer, then all warranty claims must be made through such distributor or retailer and customer must, to exercise its rights under this limited warranty, deliver, mail or ship the alleged defective product (postage, shipping charges and insurance prepaid) to such distributor or retailer within the applicable warranty period, together with a written report setting forth the date of purchase and a brief description of the warranty problem. Customer, distributor or retailer, as applicable, must e-mail or call the PSS Returns Department (info@puma-safety.com or 1-770-349-6332) and obtain a return authorization number (“R/A”) before returning any alleged defective product to PSS for evaluation. No returns will be accepted for evaluation unless the product is accompanied by a PSS R/A and returned within 30 days of issuance of such R/A. Failure to comply with these procedures shall void this limited warranty.

Disclaimer of Unstated Warranties. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. EXCEPT FOR THIS LIMITED WARRANTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PSS DISCLAIMS ALL OTHER WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THIS LIMITED WARRANTY SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY WRITTEN INSTRUMENT SIGNED BY A DULY AUTHORIZED OFFICER OF PSS.

Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL PSS BE LIABLE OR RESPONSIBLE TO CUSTOMER OR ANY OTHER THIRD-PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), OR ANY EXEMPLARY OR PUNITIVE DAMAGES, ARISING FROM, OR IN ANY WAY RELATED TO, THE MANUFACTURE, SALE, USE, INABILITY TO USE, OR PERFORMANCE OF ANY PRODUCTS PURCHASED FROM PSS. THIS LIMITATION AND EXCLUSION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ANY ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND REGARDLESS OF WHETHER DAMAGES ARE SOUGHT BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY.

State Law and Other Jurisdiction Rights. Some states and other jurisdictions do not allow the exclusion or limitation of indirect, special, incidental or consequential damages, so the above limitations or exclusions may not apply to customer. This limited warranty gives customer specific legal rights, and customer may also have other rights, which may vary from state to state, or jurisdiction to jurisdiction.