Odne Inc.
361 E Water St.
Gettysburg, PA 17325
United States of America
LEGAL NOTICE
By submitting an order for any products offered by Odne Inc. (“Products”) including on our website(s), you, as purchaser of such Products, acknowledge and agree to abide and be bound by these terms and conditions (these “General Terms and Conditions”) of Odne Inc. (“Odne”, “we”, “us”, or “our”) and that these General Terms and Conditions are an integral part of our sales contract and will govern our relationship with you (“your” or “Customer”), unless explicitly stated otherwise in a writing signed by us. Please review all provisions carefully before proceeding.
We reserve the right to change these General Terms and Conditions by publication of such changes on our website or otherwise, and without notice to you, provided that such changes shall not apply to any previously submitted order.
GENERAL TERMS AND CONDITIONS
Prices
Prices for Products that are displayed on our website(s), or otherwise quoted by our representatives, are subject to change without notice, at our sole discretion. The specified prices at the time your order is actually placed will apply.
Without limitation, adjustments may occur due to account specifications, quantities, shipment arrangements, or other conditions not initially contemplated. All prices are quoted in USD ($) unless otherwise explicitly provided.
Applicable Taxes
All prices exclude all excise, sales, use, transfer, and other taxes and duties imposed by any governmental authority with respect to the sale or use of the Products. It is your responsibility to cover these taxes, provided that you shall not be responsible for any taxes imposed on our income.
Payment Terms
Unless otherwise agreed in writing, we will collect payment at the time you place your order. Alternative payment terms may be available at our sole discretion. As applicable, overdue payments will incur finance charges at a rate of 1.5% per month (18% per year) or such lower maximum rate permitted by applicable law.
Shipping & Packaging
While you select packaging and shipment methods during the ordering process, we assume no liability for shipment and do not consider any carrier as our agent. We may ship Products in any sequence and make partial shipments. Shipping is ExWorks (our or our distributor’s selected shipping point) and risk of loss and title (subject to payment) shall transfer in accordance therewith. As applicable, we reserve the right to stop or withhold shipment if payments are not made on time.
Availability and Delivery
Purchases are subject to availability and delivery dates are not guaranteed. We will make reasonable efforts to meet requested delivery dates but are not liable whatsoever for any failure to do so. If any delay in a scheduled delivery exceeds sixty (60) days, we may cancel such delivery and any future deliveries without further liability, at our sole discretion. We shall not be responsible for any failure in delivery caused by events beyond our control.
Product Returns
You may be permitted to return Products at our sole discretion, subject in all instances to our then existing Return Policy, a current copy of which is attached hereto as Appendix 1. WE WILL NOT ACCEPT ANY RETURNS EXCEPT THOSE SUBMITTED IN COMPLIANCE WITH OUR RETURN POLICY.
Security Interest
As applicable, we retain a security interest in all Products and proceeds from their sale (by you) to secure your full payment and performance of obligations. You agree that these General Terms and Conditions may be filed as a financing statement with respect to the foregoing. Further documents may be requested to evidence or perfect our security interest.
Products
We reserve the right to make modifications to Products and to alter any specifications for any purpose.
Product Resale
Resale, redistribution, trade, transfer, installation, or use not adhering to the Instructions for Use of any Product is prohibited. We may exercise all available remedies in furtherance of the foregoing, including discontinuing your account and demanding immediate remittance of all amounts received with respect to any prohibited resale, redistribution, trade, or transfer attempt.
Regulatory Requirements
Local, State, or Federal legal or regulatory requirements may apply to the resale, redistribution, trade, transfer, installation, or use of certain Products. You are solely responsible for understanding and complying with any such requirements.
Odne Guarantee
Certain Product sales are subject to the terms and conditions of our existing Warranty Policy, a current copy of which is attached hereto as Appendix 2.
Warranty Disclaimer
EXCEPT AS EXPRESSLY PROVIDED UNDER OUR THEN EXISTING WARRANTY POLICY, A CURRENT COPY OF WHICH IS ATTACHED HERETO AS APPENDIX 2, OR IN WRITING SIGNED BY US, OR OTHERWISE PROHIBITED BY APPLICABLE LAW, WE, ON BEHALF OF ALL ODNE PARTIES (AS DEFINED BELOW), DISCLAIM ALL OTHER WARRANTIES OF ANY KIND RELATING TO THE PRODUCTS AND THEIR USE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOUR USE
OF THE PRODUCTS IS AT YOUR OWN RISK AND YOU EXPRESSLY AGREE WE ARE NOT RESPONSIBLE FOR YOUR USE OR MISUSE OF ANY PRODUCTS.
Limitation of Liability
EXCEPT AS OTHERWISE PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL ODNE OR ANY OF ITS AFFILIATES, PARENTS, SUBSIDIARIES, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS, DIRECTORS, SUCCESSORS AND ASSIGNS (“ODNE PARTIES”) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, OR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PRODUCTS OR THEIR USE OR MISUSE. THESE WAIVERS APPLY EVEN IF ODNE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ODNE’S LIABILITY TO YOU FOR ANY DAMAGES, LOSSES, OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO ODNE FOR THE APPLICABLE PRODUCT.
THE FOREGOING LIMITATIONS WILL APPLY EVEN IF ANY REMEDY PROVIDED UNDER THESE GENERAL TERMS AND CONDITIONS FAILS OF ITS ESSENTIAL PURPOSE.
Indemnification
Except as prohibited by applicable law, you agree to defend, indemnify, and hold harmless the Odne Parties from all liabilities, claims, damages and expenses, including, without limitation, atorneys’ fees and costs, arising from or related to your resale, redistribution, trade, transfer, installation, or use or misuse of the Products.
Governing Law
These General Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to such State’s rules regarding conflicts of laws. You agree that the State and Federal courts located in the State of Delaware shall have exclusive jurisdiction over all claims and actions arising out of or
relating to these General Legal Terms and Conditions, and you further agree and submit to the exercise of personal jurisdiction of such courts and consent to extra-territorial service of process for the purpose of litigating any such
claim or action.
Entire Agreement and Severability
These General Terms and Conditions constitute the entire agreement between you and Odne in respect of the subject matter hereof and supersede all prior or contemporaneous statements and communications with respect thereto. If any portion hereof is declared unenforceable, the remainder shall be read as enforceable to the fullest extent permitted by applicable law, and may otherwise be altered by the court to, as nearly as possible, reflect the true intention of these General Terms and Conditions.
APPENDIX 1
ODNE RETURN POLICY / Last Updated March 2024
Except with respect to the Warranty Policy, customers may only return Products under the following terms & conditons:
1) Except with respect to OdneFill®, the return of Products will be accepted by Odne if the Product is delivered to Odne (at the appropriate address herein referenced) within thirty (30) days after delivery to you and if the Products are otherwise returned in their original undamaged, unmarked, and unopened package with all factory seals intact (and the applicable Return Request Number). Except in respect of the Warranty Policy, Odne will not accept any other returns. Odne will not accept returns of OdneFill®. Shipping charges for all returns are paid by the customer/you. We recommend that you return packages via a traceable method as we will not accept returns of Products lost in transit.
2) All returned Products will be subject to inspection to ensure compliance with this Return Policy.
3) If a return is accepted under this Return Policy, Odne will provide a full credit of the purchase price (excluding taxes) for the Product, which may only be used on other Products and may be subject to expiration. YOU ARE NOT ENTITLED TO ANY OTHER AMOUNTS RELATING TO THE RETURN OF ANY PRODUCTS UNDER THIS RETURN POLICY.
4) With respect to all returns, you must contact your account representative or the Odne service department to obtain a Return Request Number. The Return Request form must be placed in the package with the Product to be returned. NO PRODUCTS WILL BE ACCEPTED FOR RETURN WITHOUT THE APPLICABLE RETURN REQUEST NUMBER. All returns under this Return Policy must also be accompanied by a dated proof of purchase receipt.
5) Unless you are otherwise instructed by Odne in writing, all returns must be sent to Odne, c/o Jeff Durrbeck, 3321 Discovery Court, Broomfield CO 80023.
APPENDIX 2
ODNE WARRANTY POLICY / Last Updated March 2024
Odne provides a two (2) year warranty for OdneTMClean and OdneTMCure (W-Products). All other Odne Products (OdneTMFill, OdneTMFill Tips, OdneTMCure Tips, OdneTMClean Tips) are excluded from this warranty. Odne solely warrants that the W-Products (and components thereof), will comply with the writen specifications of Odne for the W-Products for a period of two (2) years from the date the W-Products arrive at our or our distributor’s shipping point for delivery, as applicable. Specifications for any one W-Product shall not constitute specifications for any other W-Product. This Warranty Policy is wholly voided by misuse of any kind or measure.
W-Products in breach of warranty under this Warranty Policy may be returned to Odne, c/o Jeff Durrbeck, 3321 Discovery Court, Broomfield CO 8002. As with returns under our Return Policy, you must contact your account representative or the Odne service department to obtain a Return Request Number. The Return Request form must be placed in the package with the Product to be returned. NO PRODUCTS WILL BE ACCEPTED UNDER THIS WARRANTY POLICY WITHOUT THE APPLICABLE RETURN REQUEST NUMBER. All returns under this Warranty Policy must also be accompanied by a dated proof of purchase receipt. All claims under this Warranty Policy are subject to approval by Odne. This Warranty Policy only applies to valid purchases of new W-Products purchased by you through Odne or our authorized distributors.
Your sole remedy for breach of this Warranty Policy is the repair or replacement of the defective Product or component thereof, or if such Product or component cannot be reasonably repaired or replaced (in our sole discretion), or otherwise at our sole discretion, a refund of the purchase price for the defective Product. If the returned Product is deemed to be defective, Odne will also reimburse you for reasonable shipping costs incurred in the return of the defective Product, provided that you will not be entitled to any such reimbursements if a prepaid shipping label for purposes of such return is provided to you by Odne, in its sole discretion. Under no circumstances shall we be liable for any labor charges, or any other costs or expenses, incurred by you or any third party with respect to any diagnosis for defects or the removal or reinstallation of any Product. Without limiting the foregoing, except as provided herein, under no circumstances will we otherwise be liable for any damages or expenses incurred by you in connection with the defect in the Product.
For the avoidance of doubt, your use or misuse of all W-Products is at your own sole risk. None of Odne, or any of its successors or distributors, shall, in any way, be responsible for your use or misuse (including any servicing of the W-Products not performed by Odne or a serviceperson authorized by Odne) of the W-Products.
This Warranty Policy does not apply to OdneFill, OdneFill Tips, OdneCure Tips, with respect to which WE DISCLAIM ALL WARRANTIES WHATSOEVER.