You must adhere to the terms and conditions for any use of the ICI International Site ("Site" as defined below). These terms and conditions are a legal agreement between you and the company or business you work for, and ICI International, Inc. ("ICI International") stating the terms that govern all orders from ICI International and your use of this Site (the "Agreement"). Please read the entire Agreement carefully.
Orders: Sections 10, 11 and 12, below, apply to all orders (whether placed by phone, through this Site, or by some other method). You agree that, by placing an order with ICI International, you expressly accept the terms and conditions listed in sections 16, 17 and 18.
Use of the Site. Sections 1 through 12 apply specifically to any use of the Site. You agree that your use of the Site or any services available on or through the Site constitutes acceptance of the terms and conditions herein. If you work for, or represent a business, you represent, and agree, that you are authorized by that business to enter into this Agreement on behalf of that business. ICI International is relying on the fact that you are authorized to enter into this Agreement on behalf of that business. If at any time you do not agree to be bound by this Agreement, you must immediately stop using the Site.
ICI International may from time to time amend, supplement or modify the terms of this Agreement. You must check this Agreement (availablehere) periodically for changes. Your continued use of the Site following the posting of any amendment, supplement or modification means that you accept and agree to it/them.
- The Site
- Your Use of the Site
- User Submissions
- Use by Children
- Image Library
- Applicable Law and Dispute Resolution
- Brand & Private Label Brand Sales Policies
- Ordering Terms & Conditions
- General Terms & Conditions of Sale
- The Site. Site includes everything posted on or provided through pages posted at http://www.ICI International.com or any other websites owned or controlled by ICI International including, but not limited to the following general categories:
Content: Content encompasses everything you see, hear, or otherwise receive from, on or through the Site, including but not limited to all software, marketing tools, images, graphics, photographs, works, copyright-protectible subject matter, trademarks, service marks, trade dress logos, trade names, text, documents and sounds, and all services provided through the Site.
- The Site. Site includes everything posted on or provided through pages posted at http://www.ICI International.com or any other websites owned or controlled by ICI International including, but not limited to the following general categories:
- Use of the Site. You may access, use or download Content for your business only as specifically permitted on the Site, or for your personal, noncommercial purposes. ICI International grants you a limited, revocable, nonexclusive right to use the Marketing Tools as specifically permitted on the Site, for the purposes expressed on the Site. No other use of Content or Marketing Tools is allowed. These limited rights are granted to you as long as you:
- Agree that, once you receive a ICI International "customer number" you and/or authorized employees and agents will use your customer number to access the Site for your internal business purposes, and you will not allow anyone other than your authorized employees or agents to use your customer number to access the Site for these purposes.
- Make only lawful use of the Site and the content.
- Violate no rights or licenses of any third party.
- Keep unchanged all copyright and other notices.
- Protect the Content from unauthorized use, modification, reproduction, distribution or publication.
- Do not portray ICI International, its affiliates or licensors, or their products or services, in a false, misleading, derogatory, or offensive way.
- Abide by all applicable local, state, federal, national and international laws, rules and regulations.
- Send e-mails only to recipients with whom you have a prior business relationship.
- Send no e-mails to recipients who have asked that you stop sending them e-mails.
- Do not use a false e-mail address, impersonate any person or entity, or otherwise mislead anyone as to the origin of your services or of any Content.
- Do not copy, change, distribute, translate, decompile, disassemble, reverse engineer, loan, lease or sublicense software obtained from the Site or any copy thereof. (See Software License for additional Terms regarding the Omnis Web Client Software.)
- Do not directly or indirectly access, use or download Content for the purpose of competing with ICI International (e.g., scraping product data or user information).
You may not upload post, transmit, distribute or otherwise publish on or to the Site any of the following:
- Software virus or other harmful component.
- Advertising or commercial material of any kind, except as expressly authorized in advance by ICI International.
- False, threatening, libelous, defamatory, pornographic, obscene or otherwise unlawful material.
You may not interfere with the Site or any other user's use of the Site by, for example, overloading, flooding, mail-bombing or crashing the Site, sending spam of any kind through the site, or inserting any code or product or manipulating the Content in any way that affects any third party's experience of the Site.
ICI International may, at its sole discretion, terminate your access to the Site if it believes that you have directly or indirectly violated all or portions of your obligations under this Section 2.
ICI International does not warrant or represent that you or other customers are permitted to use any third party marks. Any use of third party marks must comply with any restrictions imposed by the mark owner, and is done at the customer's own risk. ICI International is not responsible for the conduct of any person using the Site.
- Use by Children. The Site is intended only for those ages 18 and older. If you are under 18, you may not register or submit personally identifiable information on, to or through the Site. ICI International does not collect personally identifiable information from any person ICI International knows to be under 18.
- Links. Links from the Site to third party sites are provided only as a convenience. You use outside links at your own risk. These links do not constitute ICI International's endorsement of any third party, its site, or its goods or services. ICI International shall not be responsible for and hereby disclaims liability for any injury or damages you may experience by using third party materials. You may not create links to the Site that portray ICI International in a false or misleading light. You may not use "framing" or similar techniques to enclose any portion of the Site. Except as intentionally enabled by the Marketing Tools, you may not link to any pages other than the ICI International home page.
- Image Library. All images, photographs, pictures, designs and illustrations appearing in the ICI International Image Library ("Images") are protected by copyright law and other applicable laws and regulations. Images in the ICI International Image Library are intended for use by ICI International customers only. By accessing the ICI International Image Library, you represent and warrant that you are a customer of ICI International and will at all times comply with all applicable laws, regulations, this Agreement and any other terms and conditions of use. You may not use Images in the Image Library for any purpose unrelated to your business with ICI International. Images are updated from time to time. You may only use Images currently appearing in the Image Library and it is your responsibility to ensure that, at all times, you use current Images. Any Images not currently found in Image Library may not be used for any purpose. Use of model or other images that would be potentially unflattering, defamatory, libelous, or otherwise unlawful is strictly prohibited.
- Intellectual Property. Unless otherwise noted, ICI International owns or has licensed all Content, and any copyright, trademark, trade dress or other intellectual property which is protected under U.S. and international laws and treaties. The Site contains various protected trademarks, service marks, trade names and trade dress owned by ICI International. Other trademarks used on the Site are the property of their respective owners. You may not use any ICI International or other trademarks as part of your company name, corporate name, trade name or domain name.
- Disclaimers and Liability Limitations. YOU USE THE SITE (INCLUDING WITHOUT LIMITATION THE DESIGN CENTER, ANY CUSTOM WEBSITES, CONTENT, MARKETING TOOLS AND SOFTWARE) (COLLECTIVELY, THE "ICI INTERNATIONAL PROPERTIES") SOLELY AT YOUR OWN RISK. ICI INTERNATIONAL PROVIDES THE ICI INTERNATIONAL PROPERTIES ON AN "AS-IS, WHERE-IS" BASIS, AND DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING BUT NOT LIMITED TO ACCURACY, COMPLETENESS, IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE TITLE, AND NONINFRINGEMENT AND ANY IMPLIED INDEMNITIES. IN NO EVENT WILL ICI INTERNATIONAL OR ITS LICENSORS BE LIABLE UNDER ANY THEORY FOR ANY DAMAGES RELATED TO YOUR USE OF OR INABILITY TO USE THE ICI INTERNATIONAL PROPERTIES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOSS OF OR DAMAGE TO PROPERTY, EVEN IF ICI INTERNATIONAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If you are dissatisfied with the Site or any of the terms in this Agreement, your sole and exclusive remedy is to stop using the Site. Some states do not allow certain limitations on implied warranties or certain damages, so some of the above exclusions may not apply to you. You understand and agree that ICI International would not make the Site available "but for" your agreement to these disclaimers and liability limitations, and that ICI International is at all times relying on your agreement to these disclaimers and liability limitations when it provides you with access to and use of the Site.
- Indemnification. You agree to defend, indemnify and hold harmless ICI International and its affiliates, officers, directors, owners, agents, employees, contractors, licensees and licensors from and against any and all actual or threatened claims, damages, costs and expenses, including all costs, expenses and reasonable attorneys' fees (including without limitation, fees and costs incurred in a bankruptcy proceeding, whether or not a lawsuit is filed), arising from or related to your use of the Site, Marketing Tools or Software, and for your violation of any of the terms or conditions contained in this Agreement.
- Termination.Your failure to comply with any of the covenants, terms or conditions in this Agreement automatically revokes your authorization, right and license to use the Site, Marketing Tools and Software, and terminates any and all rights granted to you hereunder. Various parts of this Agreement will continue in full force and effect upon termination of your rights, according to their nature, including restrictions, disclaimers, liability limitations and indemnification obligations. Upon termination, you must promptly destroy all Content and Software downloaded or obtained from this Site, as well as all copies of any Content or Software. ICI International may change, suspend or discontinue or restrict any Site feature at any time without prior notice.
- Applicable Law and Dispute Resolution. This Agreement shall be governed by, construed and enforced in accordance with the internal laws of the State of Washington, without giving effect to principles and provisions thereof relating to conflict or choice of laws irrespective of the fact that any one of the parties is now or may become a resident of a different state. Venue for any action under this Agreement shall lie only in King County, Washington. The parties hereby consent to personal jurisdiction over them by the courts within King County, Washington. The parties waive all objection and challenge to such venue and personal jurisdiction. In the event of a dispute hereunder, the prevailing party shall be entitled to recover its costs and expenses incurred, including reasonable attorneys' fees.
- Miscellaneous.This Agreement constitutes the entire agreement between you and ICI International regarding access to and use of the Site and governs your use of any Software, Content or Marketing Tools, superseding and entirely replacing prior agreements (if any) between you and ICI International therefor. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. If any part of this Agreement is held 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. ICI International's failure to enforce any right or provisions in this Agreement will not constitute a waiver of such provision, or any other provision of this Agreement. ICI International will not be responsible for failures to fulfill any obligations due to causes beyond its control. ICI International obtains permission from other manufacturers and content owners to make their brands, logos, products and other content available to you through the Site. You agree that these owners that license their rights and content to ICI International for the Site are intended third-party beneficiaries under this Agreement with the right to enforce the provisions of this Agreement that directly concern their content. In the event it should be determined that any provision of this Agreement is uncertain or ambiguous, the language in all parts of this Agreement shall be in all cases construed as a whole according to its fair meaning and not strictly construed for nor against either party.
YOU HAVE READ, UNDERSTOOD AND APPROVED OF THIS AGREEMENT; YOU HAVE HAD AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL AND WITH SUCH OTHER EXPERTS OR ADVISORS AS YOU HAVE DEEMED NECESSARY IN CONNECTION WITH THIS AGREEMENT. THE FACT THAT ICI INTERNATIONAL MAY HAVE DRAFTED ALL OR PORTIONS OF THIS AGREEMENT SHALL HAVE NO BEARING UPON ITS INTERPRETATION OR CONSTRUCTION.
YOU UNDERSTAND AND AGREE THAT THE PROVISIONS CONTAINED HEREIN REPRESENT AN AGREED ALLOCATION OF RISK WHICH IS REFLECTED IN THE OBLIGATIONS HEREUNDER SUCH AS THE DISCLAIMER OF ALL WARRANTIES AND THE LIMITATIONS ON LIABILITY. ICI INTERNATIONAL COULD NOT PROVIDE THE ICI INTERNATIONAL PROPERTIES, OR ITS PRODUCTS OR SERVICES TO YOU AT THE CURRENT PRICING "BUT FOR" YOUR AGREEMENT TO THESE TERMS AND CONDITIONS.
ICI International Terms and Conditions on All Orders
Effective March 1, 2015
ICI International Corporation requires that all authorized customers ("you" or "authorized customer") strictly adhere to its sales policies for
- all Nike Golf, Red Kap®, OGIO®, Red House®, New Era®, Eddie Bauer®, Bulwark® and Russell Outdoors™ apparel and accessories (hereinafter referred to as "Branded"), and
- all Port Authority®, Port & Company®, Sport-Tek®, CornerStone® , District®, District Made® and Precious Cargo® apparel and accessories (hereinafter referred to as "Private Label").
The current policy for Branded and Private Label products is as follows:
- ICI International will sell Branded and Private Label products only to authorized customers who, in the sole discretion and judgment of ICI International:
(a) do not advertise, promote, distribute, sell or market in any way that disparages, misrepresents or injures Branded or Private Label products;
(b) do not distribute or sell products employing any illegal, deceptive, undesirable, or improper advertising, marketing or selling practice, including predatory or "loss leader" pricing, bait and switch, or negative selling practices.
- You may not advertise or promote the products or cause the products to be advertised or promoted at prices discounted more than 10% for Branded products (other than OGIO) or 20% for Private Label, below (i) the prices coded on an "A" or (ii) double the case prices on ICI International's published wholesale price list. Advertised OGIO gear bags cannot be discounted further than the price coded on an "R" (40% margin). Advertisements for OGIO must state that the advertised price is for a minimum order of 12 pieces (you may state that an end user may call for pricing on quantities below 12 pieces).
- ICI International may advertise all or select Branded and Private Label products at discounted/promotional prices. If so, you may not promote or advertise products at prices discounted more than 10% for Branded (other than OGIO) or 20% for Private Label from the discounted/promotional prices advertised by ICI International, when coded on an "A". Advertised OGIO products cannot be discounted further than the price coded on an "R" (40% margin).
- You may sell Nike Golf, Eddie Bauer, OGIO and New Era products only with embellishment. Generic, obscure and/or temporary decoration, in order to resell these products, is prohibited. Online sales of Nike Golf, Eddie Bauer, First Ascent, OGIO and New Era products may be made only from your own website or another eligible, authorized customer website. Sales on or through eBay, Amazon, Craigslist or any other direct-to-consumer, third party site are prohibited.
- Nike reserves the right to prohibit the addition to any Nike garment of any trademark name, design or logo of an organization, business, school or team (or for an individual or other entity that does not meet certain standards. Please contact your representative with any questions. The decoration of any Nike garment with the proprietary mark, name or logo of any professional athletic organization or collegiate institution without the prior written authorization of both the owner of such mark, name or logo and Nike is expressly prohibited. The exportation of Nike product outside of the U.S. is prohibited (including to Puerto Rico, Guam and the Virgin Islands).
- All Eddie Bauer products must have a logo containing a corporate or organization name prominently placed on the item, (ii) all Eddie Bauer products must be placed only in non-traditional retail stores, such as a corporate gift shop, company store or other nontraditional retail location of the end user, (iii) in no case may any Eddie Bauer products be sold into traditional retailers without the written approval of licensor, such as by way of example but not limited to: mass retailers (Wal Mart, K Mart and Target); Warehouse clubs (Costco, Sam’s Club and so on); better department stores (Macy's, Dillard's and so on); mid-tier department stores (Kohl's, J C Penney, and Sears); Home/Hardware stores (Lowe's, Home Depot, Ace Hardware); Home Shopping (HSN, QVC); Internet retailers (Amazon.com, Zappos.com and so on); sporting goods and outdoor retailers (Dick's, The Sports Authority, Cabela's and so on); or any other retailer. Eddie Bauer may withhold its approval to any traditional retailer in Eddie Bauer's sole discretion. ANY VIOLATION OF THE FOREGOING TERMS SHALL REQUIRE YOU TO PAY ICI INTERNATIONAL DAMAGES IN THE AMOUNT OF THREE (3) TIMES THE PRICE YOU PAID ICI INTERNATIONAL FOR SUCH PROHIBITED SALES IN ADDITION TO ALL OTHER AVAILABLE REMEDIES. Eddie Bauer prohibits placing logos or emblems on Eddie Bauer products that will negatively impact the Eddie Bauer brand, including but not limited to logos or emblems of a pornographic nature, for organizations that promote illegal activities or discriminatory behavior or for competitors of Eddie Bauer identified by Eddie Bauer , including Lands End, R.E.I., LL Bean, Patagonia, The Northface, Timberland, Nautica, Mountain Hardware, Arc'teryx, Jansport, Eastpak, National Geographic, Woolrich, and Orvis. The exportation of Eddie Bauer product outside of the U.S., Puerto Rico, Canada and Mexico is prohibited.
- Red House reserves the right to prohibit the addition to any Red House product any mark, name, design or logo that does not meet the high standards of the brand. Please contact your Red House sales representative with questions.
- New Era reserves the right to prohibit the addition to any New Era product any mark, name, design or logo that does not meet the high standards of the brand. Please contact your New Era sales representative with questions. The exportation of New Era product outside of the U.S. and Canada is prohibited.
- Red Kap reserves the right to prohibit the addition to any Red Kap product any mark, name, design or logo that does not meet the high standards of the brand, including embellishment that may disparage or otherwise negatively reflect on Red Kap, or their brand image. No modification of the Red Kap logo or trademarks is permitted.
- Bulwark reserves the right to prohibit the addition to any Bulwark product any mark, name, design or logo that does not meet the high standards of the brand, including embellishment that may disparage or otherwise negatively reflect on Bulwark, or their brand image. No modification of the Bulwark logo or trademarks is permitted.
- If ICI International believes, in its sole judgment, that you have failed to comply with the policy or policies stated herein, it may provide you with written notice of the same. ICI International may, upon delivery of such written notice to you, stop selling Branded and/or Private Label products to you or terminate the relationship.
- ICI International requires all customers to allow ICI International access to their company website in the same manner allowed to the general public. Blocking ICI International from your company site may result in ICI International discontinuing sales to you.
This sales policy is not a contract, nor an offer to form a contract. ICI International is not asking for and will not accept any agreement affirming your compliance with this policy. This policy simply describes the circumstances under which ICI International may, in its sole discretion, choose to continue selling Branded and Private Label products to you.
ICI International representatives are strictly prohibited from discussing this sales policy or any other pricing practice with you, and from seeking or accepting any assurance of compliance with this policy. All questions regarding this Policy shall be directed, in writing, to ICI International, Attn: Sales Policy Coordinator, 22833 SE Black Nugget Road, Suite 130, Issaquah, WA 98029.
ICI International does not seek any comment or criticism from you about the pricing or advertising practices of any other authorized customer. ICI International will not, under any circumstances, discuss the business dealings of any authorized customer with any other authorized customer. ICI International reserves the right to change, amend, or discontinue this sales policy at any time, and no third party has any right to rely on the continued existence of this policy, or any act or omission by ICI International to enforce this sales policy. ICI International may elect not to enforce advertising price policies for high volume orders.
ICI International reserves the right to modify or amend these policies unilaterally, at any time or from time to time. Please Seehttp://www.ICI International.com/AboutUs/terms/ for ICI International website Terms and Conditions of Use.
Orders for ICI International Corporation goods (the "Goods") are subject to the following terms and conditions of sale. These terms and conditions of sale shall govern the sale of Goods from ICI International Corporation ("ICI International") to you and/or the company you are authorized to represent ("you"). ICI International's performance is expressly made conditional upon your agreement to these terms and conditions of sale. Any provisions or conditions of any purchase order or other document, which are inconsistent with or in addition to these terms and conditions are hereby rejected and shall be inapplicable and not binding upon ICI International.
- Ordering.ICI International shall accept your orders in writing, by phone (with follow-up written confirmation) or through electronic means for web-based orders. You may not cancel an order accepted by ICI International (i.e., they are non-refundable), except upon the consent of ICI International in each instance. You may pay for your first order by Cash On Delivery, pre-payment, credit card or with a company check upon prior credit approval by ICI International. ICI International shall deliver Goods F.O.B. ICI International's shipping facility; risk of loss for Goods passes to you once Goods are loaded onto the courier at ICI International's facility. ICI International shall make commercially reasonable efforts to meet any shipment date stated on the face of any accepted order. However, you understand and agree that shipment of Goods is subject to availability, and ICI INTERNATIONAL EXPRESSLY DISCLAIMS LIABILITY FOR ANY FAILURE TO MEET SUCH DELIVERY DATES. ICI International shall have the right to deliver Goods at one time or in portions from time to time, and to invoice for those portions delivered. Payment will not be considered final until all freight charges and taxes billed to you have been paid. A $3.95 shipping charge will be added to each order. You may order samples from ICI International and receive a full refund if you return them within thirty (30) days and pay for all related shipping charges. ICI International offers free freight on orders over $200.00 shipped via ground with ICI International's preferred carrier within the continental United States, excluding OGIO golf bags and oversized travel bag styles 108226,108227, 109053, 413006, 413007, 413008, 413009, 413010, 417018, 421001, 611024, 611026, 711050, TG0238, TG0239 and closeout merchandise. This includes split shipments. ICI International may periodically offer other free freight promotions and free freight is subject to change. You may also pick up your orders at ICI International.
- Payment.You shall purchase Goods in accordance with ICI International's price list in effect at the time of the order (less other discounts, if any). Prices are exclusive of all sales or use taxes, tariffs, customs (except fees associated with original U.S. importation which ICI International pays), duties and other governmental charges. You shall pay or reimburse ICI International for any and all such charges. Late payment of any amount will be grounds for ICI International to discontinue performance under these terms and conditions of sale. Any amounts not paid by the due date will be subject to a finance charge at a rate equal to the lesser of 1.5% per month or the maximum rate allowed by law. However, payment of such finance charge will not excuse or cure a breach or default for late payment. Returned checks will be subject to a $40.00 per check charge. All freight is F.O.B. point of origin. You remain responsible for all shipping and handling charges including, without limitation, failure by the consignee to pay shipping charges, failure by any third party to pay shipping charges, or an incorrect or invalid shipping account number. ICI International accepts American Express, Visa and MasterCard (please ask your sales representative for details).
ICI International does not accept third party credit cards.
- Pricing.All prices are subject to change without notice. ICI International assumes no responsibility and shall incur no liability whatsoever if price change notices are not received. In the event of new federal or state taxes or legislation affecting the costs of products or items, ICI International reserves the right to increase prices as it deems appropriate or necessary. Merchandise is subject to change or withdrawal, or may be temporarily or permanently out of stock. We assume no liability for delays or failure to deliver due to our inability to obtain supplies. ICI International has no minimum order amount; however, orders under $50.00 are subject to a $5.00 service charge.
- Discounted.Pricing and Product Description. Orders placed for one to five pieces in a specific style, color and size group receive piece pricing. Six or more pieces (up to case quantity) in a specific style, color and size group receive dozen pricing. And case pricing is available for orders of a particular pack of a specific style, color and size group, with quantity determined by mill. Many product descriptions include the weight of the fabric indicated in ounces. All weights included in product descriptions are averages based on the color offering for that specific item. Weights are provided to ICI International by the manufacturer.
- Backorders.Backorders can only be placed for Goods that are out of stock at all of our warehouse locations at the time that the order is placed. Warehouses cannot be specified for backorder fulfillment and all backorders will be filled as inventory is available. You will not be charged until your backorder ships. All items are priced at the time of fulfillment. Only sale pricing and promotional discounts that are active at the time that the backorder is filled will be applied. Promotional “Promo” codes cannot be applied to backorders. There is no service charge for backorders and all backorders ship free freight when shipped within the Continental United States. Shipping method is at ICI International’s discretion and may vary by location. You will receive fulfillment notification from us as Goods are available. No backorders will be accepted for discontinued or closeout merchandise, catalogs or custom hemmed pants. Fulfillment of backorders is subject to the availability of Goods. Estimated Times of Arrival (“ETA”s) provided at the time of backorder placement are courtesy estimates only for when Goods are expected to be received by ICI International. We assume no liability for delays or failure to deliver due to our inability to obtain supplies.
- Returns and Cancelled Orders.It is your responsibility to check for discrepancies or defects in an order before any alterations or embellishments are made. Returns must be authorized by ICI International in advance. Claims for returns for defective Goods must be made in accordance with the warranties in ICI International’s General Terms & Conditions of Sale. Altered or embellished garments, excluding irregulars, are not returnable. Authorized returns must be accompanied by a return authorization form or number from ICI International. Returns without original corresponding invoice number(s) will be credited at the lowest published price. Cancelled orders or returns of unwanted merchandise must be approved in advance and may be subject to a 20% restocking fee plus applicable shipping charges. Merchandise that is not ICI International’s will be returned to you at your expense or disposed of by ICI International. Discontinued or close-out items are not returnable. All returns must be prepaid. Please contact ICI International Customer Service for a return authorization and shipping address.
- Export Shipments.Many Goods that have been imported into the U.S. cannot be exported to other countries. It is your responsibility to check with their freight forwarder to confirm foreign documentation requirements and verify that items to be exported will be released by customs at the final destination. ICI International is not responsible for providing this information or any documentation required to export goods purchased from ICI International or for re-importation to the U.S. The exportation of New Era outside of the U.S. and Canada is prohibited. The exportation of Nike product outside of the U.S. is prohibited (including to Puerto Rico, Guam and the Virgin Islands). The exportation of Eddie Bauer or First Ascent product outside of the U.S., Puerto Rico, Canada or Mexico is prohibited.
Orders for ICI International Corporation goods (the "Goods") are subject to the following terms and conditions of sale. These terms and conditions of sale shall govern the sale of Goods from ICI International Corporation ("ICI International") to you and/or the company you are authorized to represent ("you"). ICI International's performance is expressly made conditional upon your agreement to these terms and conditions of sale. Any provisions or conditions of any purchase order or other document, which are inconsistent with or in addition to these terms and conditions, are hereby rejected and shall be inapplicable and not binding upon ICI International.
- Warranties, Disclaimer, Limitations on Liability.ICI International warrants only that the Goods shall be free from material defects on the delivery date, provided, you store and handle the delivered Goods in such a manner that meets or exceeds the storage and handling procedures utilized by ICI International.
You must provide ICI International with written notice of any warranty claims no later than thirty (30) days after receipt of the applicable order of Goods. Failure to provide written notice within such 30-day period shall void ICI International's warranties in their entirety. As ICI International's sole responsibility and liability, and YOUR ONLY AND EXCLUSIVE REMEDY for any breach or breaches of such warranties, ICI International shall, upon written notice from you, either (at ICI International's option) replace the defective portion of the Goods, or accept return thereof and refund the price paid by you for the defective portion. Any misuse, improper handling, storage, use, modification or alteration of the Goods by any third party shall void the forgoing warranty. You shall remain entirely responsible for any shipments by you or your company for purposes of returning defective products or packages hereunder to ICI International, and all risk of loss or damage during shipment shall be born by you. ICI International will pay (or reimburse you) for reasonable shipping and handling charges limited to valid warranty claims.
You agree and acknowledge that any benefits derived from use or resale of the Goods will depend on factors which vary from business to business and which are not within ICI International's control. YOU ARE RESPONSIBLE FOR THE SELECTION OF THE GOODS TO MEET YOUR, YOUR COMPANY'S OR ITS CUSTOMERS' NEEDS, AND ICI INTERNATIONAL MAKES NO WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM THE USE OR SALE OF THE GOODS IN YOUR BUSINESS. THE WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES MADE BY ICI INTERNATIONAL. ICI INTERNATIONAL EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE AND ANY IMPLIED INDEMNITIES.
IN NO EVENT WILL ICI INTERNATIONAL BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RESULTING FROM THE PERFORMANCE OR BREACH OF THIS AGREEMENT, OR THE USE OR SALE OF GOODS BY YOU, OR ANY OTHER PARTY, OR FROM THE MANUFACTURE, SALE OR USE OF ANYTHING MADE BASED ON THE GOODS, EVEN IF ICI INTERNATIONAL IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR INJURIES TO CONSUMERS DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ICI INTERNATIONAL. You agree that, regardless of the form of action, whether in contract or tort, including negligence, ICI International's liability for damages claimed by you with respect to the Goods shall not exceed fees received by ICI International from you for the applicable Goods hereunder. Regardless of the form of action, whether in contract or tort, including negligence, ICI International's liability for damages claimed by third parties with respect to the Goods, as between ICI International and you shall not exceed fees paid to ICI International hereunder. No action, regardless of form, arising under this Agreement (other than an action for non-payment of any purchase prices or other amounts owed by you to ICI International), may be brought by either party more than one (1) year after the date of the alleged breach. ICI International shall not be liable for any failure to perform under this Agreement where such failure is due to any cause beyond ICI International's control.
You hereby release and shall defend and hold ICI International and its owners and agents harmless from and against any actual or threatened claims, losses, liabilities (including without limitation any punitive damages and fines), costs and expenses (including without limitation reasonable costs of litigation and attorneys' fees) related to third party actions (a) in which it is determined that ICI International is not at fault; and/or (b) arising from or relating to any acts or omissions by you, your company or your customers.
- General.Our relationship is one of independent contractors. No agency, employment, partnership or joint venture shall be created by or founded upon this Agreement. You shall not make or assign, or represent to any party, by implication or otherwise, that it may make or assign, any warranty or representation by or for ICI International, nor shall you attempt, or represent that it is entitled, to make any commitment, waiver or settlement on behalf of ICI International or to pledge the credit of ICI International. This Agreement shall be governed by and construed under the laws of the State of Washington, without regard to any conflicts of law principles to the contrary. The parties consent to exclusive jurisdiction and venue in the federal courts sitting in King County, Washington, unless no federal subject matter jurisdiction exists, in which case the parties consent to the exclusive jurisdiction and venue in the Superior Courts of King County, Washington. You agree not to object to this jurisdiction and venue, and hereby waive all defenses of lack of personal jurisdiction and forum non-conveniens. Any notice or request hereunder shall be made in writing delivered in person to an authorized officer of the respective party or mailed or transmitted by cable or telecopier, for ICI International, to the current contact information on our website at www.ICI International.com, and, for you, to the address ICI International has on file for you in your most recent approved credit application (unless changed by written notice of a different address). Your rights hereunder are personal to you and the company you represent, and may not be assigned or transferred in whole or in part by you, nor may any benefit hereunder inure to any trustee in bankruptcy, receiver, or successor, whether by operation of law or otherwise, without the prior written consent of ICI International, and any attempted assignment or transfer without such consent shall constitute a breach hereunder and shall be void. No omission or delay on the part of either party hereto in requiring due and punctual fulfillment of the obligations of the other party shall be deemed to constitute a waiver of any of the rights of the omitting or delaying party unless such rights are waived in the particular instance in a writing delivered to the other party, and no such waiver shall apply to any other instance or obligation. If any provision of this Agreement is held to be invalid or unenforceable to any extent in any context, it shall nevertheless be enforced to the maximum extent allowed by law and the parties' fundamental intentions in that and other contexts, and the remainder of this Agreement shall not be affected thereby.