Reseller Terms & Conditions
A. Sales Policy For Products
- Wholesale Only. Customer understands that Phylos sells its complete offering wholesale, while also serving individuals.
- Prices. Current pricing is listed online at phylos.bio, and is subject to correction or change at any time, without notice. If an order is placed, and pricing subsequently changes prior to fulfillment of the order, the price at order will be used. Prices listed are wholesale, do not include freight, handling fees, taxes, and/or duties. Sales outside of the United States may be subject to additional or special pricing. Phylos reserves the right in its sole discretion to accept or reject any order, and if this occurs, will notify the Customer within 48 hours of order placement.
- Sales Tax. Customer is responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate.
- Credit Balance. Any unused credit balance issued by Phylos will automatically expire after two (2) years from the date the credit was issued, or be processed pursuant to state law.
- Cancellation. Once placed, all product order cancellations must be approved by Phylos, and may be denied or subject to restocking fees and other charges.
B. Freight Policy
- Prices stated are FOB origin, freight prepaid to destination specified in the order.
- Phylos will charge a shipping and handling fee (which includes internal handling and related costs) on each order, which is applied at the time of order and reflected on Customer's invoice. Separate receipts for shipping and handling charges will not be provided.
- Phylos will pay shipping and handling for standard ground delivery for orders over US $1,500 (before tax and freight), including any backorders.
- COD shipments are not permitted.
- Other terms and conditions may apply for shipping other than standard ground delivery ("Other Freight Services"), including without limitation, expedited same day delivery, air freight, freight collect, export orders, hazardous materials, Customer's carrier charges, shipments outside the contiguous U.S. or other special handling by the carrier. Any charges incurred for Other Freight Services must be paid by Customer. Fuel surcharges may be applied.
- Title and risk of loss pass to Customer upon tender of shipment to the carrier. If the product is damaged in transit, Customer's sole recourse will be to file a claim with the carrier.
- For international shipments, Customer may be required to act as the importer of record. Customer will be responsible for any Customer clearance, import/export fees, freight risks and insurance, if required.
C. Product Warranty Policy
- PHYLOS WARRANTS PRODUCTS AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF ONE (1) YEAR AFTER THE DATE OF PURCHASE FROM PHYLOS, UNLESS OTHERWISE STATED. PROVIDED THAT PHYLOS ACCEPTS THE PRODUCT FOR RETURN DURING THE LIMITED WARRANTY PERIOD, PHYLOS MAY, AT ITS OPTION: (i) REPAIR; (ii) REPLACE; OR (iii) REFUND THE AMOUNT PAID BY CUSTOMER. CUSTOMER MUST RETURN THE PRODUCT TO THE APPROPRIATE PHYLOS BRANCH OR AUTHORIZED SERVICE LOCATION, AS DESIGNATED BY PHYLOS, SHIPPING COSTS PREPAID. PHYLOS' REPAIR, REPLACEMENT, OR REFUND OF AMOUNT PAID BY CUSTOMER FOR THE PRODUCT, SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY.
- WARRANTY DISCLAIMER AND LIMITATIONS OF LIABILITY TO ALL CUSTOMERS.
- EXCEPT AS SET FORTH HEREIN AND WHERE APPLICABLE, NO WARRANTY OR AFFIRMATION OF FACT OR DESCRIPTION, EXPRESS OR IMPLIED, IS MADE OR AUTHORIZED BY PHYLOS. PHYLOS DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. PHYLOS ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR OR MISAPPLICATION. PHYLOS EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES TO THE EXTENT PERMISSIBLE. PHYLOS' LIABILITY IN ALL EVENTS IS LIMITED TO THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY.
- Warranty Product Return. Before returning any product for replacement or repair, Customer should contact Phylos Customer Support at firstname.lastname@example.org to determine if concerns can be resolved prior to return of the product.
- Product Compliance and Suitability. Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. Phylos does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does Phylos accept responsibility for construction, installation and/or use of a product. It is Customer's responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.
D. Product Returns
- Product returns, if not otherwise prohibited, must be made within one (1) year from date of purchase, unless otherwise indicated.
- Returned product must be in original condition and packaging, unused, undamaged, and in saleable condition.
- Customer agrees to return items in accordance with the return policy, located at phylos.bio/returns. Proof of purchase is required.
- Customer shall bear the cost of shipping, handling and insurance for returned Merchandise, plus a 15% restocking fee.
- Phylos does not take title to returned products until the item is received at the applicable return location.
- Phylos will issue a refund to Seller for appropriately-returned Merchandise in the amount of the original invoice price, first as a credit to any outstanding invoice, and then in the form that the payment was originally made (i.e. by check or credit to merchant banking account).
E. General Terms
- Intellectual Property. Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights (“IP”) reserved by Phylos, or any IP owned by manufacturers and/or suppliers to Phylos. All materials contained in Phylos catalogs or on its web sites are subject to the ownership rights of Phylos and its manufacturers and/or suppliers. Customer shall have no right to copy or use any IP of Phylos or its manufacturers and/or suppliers without Phylos' permission.
- Independent Contractors. The relationship created by this agreement is solely a seller-buyer relationship. Nothing contained in this agreement shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship for any purpose whatsoever. Customer does not have the right to bind or otherwise obligate Phylos in any manner, nor may Customer represent to anyone that it has the right to do so.
- Force Majeure. Phylos shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of Phylos in the conduct of its business.
- No Third Party Benefit. The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.
- Waiver, Choice of Law and Venue. The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by the other party. All transactions shall be governed by the laws of the State of Oregon.
- Severability. If any portion of these terms and conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.
- Modification of Terms. Phylos' acceptance of any order is subject to Customer’s assent to all of the terms and conditions set forth herein. Customer's assent to these terms and conditions shall be presumed from Customer's receipt of Phylos' acknowledgment, or from Customer’s acceptance of all or any part of the products ordered. No additions or modifications of Phylos' terms and conditions by Customer shall be binding upon Phylos, unless agreed to in writing by an authorized representative of Phylos. If a purchase order or other correspondence submitted by Customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in Phylos' acknowledgment, Phylos' fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by Customer, and will not constitute a waiver by Phylos of any of the terms and conditions contained herein or in Phylos' acknowledgment.
- Complete Agreement. The terms and conditions in: (i) Phylos' forms; (ii) acknowledgments; (iii) quotations; (iv) invoices; (v) web sites; and (vi) extension of credit are incorporated herein by reference, and constitute the entire and exclusive agreement between Customer and Phylos.