ACCURACY SOLUTIONS LLC
DEALER TERMS AND CONDITIONS OF SALE
By electronically submitting the dealer application form (found here), you represent and warrant that you, the Dealer, fully understand and agree to these Terms and Conditions of Sale.
Rev: 2022-10-21
Products
These Accuracy Solutions LLC (from now on ACCURACY) Dealer Terms and Conditions of Sale are incorporated by reference into all published reseller price lists, and other offerings of products for sale by ACCURACY, whether the products are manufactured by ACCURACY or by third parties and subsequently distributed by ACCURACY (the “Products”).
Shipping and Handling
Domestic orders are shipped FOB destination, freight prepaid, via FedEx Ground unless otherwise specified. International orders are shipped DDU destination, freight prepaid, via FedEx International unless otherwise specified. If a product is out of stock, ACCURACY will backorder unless instructed otherwise.
Drop Shipping
ACCURACY will drop ship orders to domestic US end-user customers subject to approval by an authorized representative of ACCURACY. Drop shipment approval may be granted to Dealer on a blanket or case-by-case basis. Drop shipment orders will be subject to a $25.00 drop ship handling charge regardless of quantity or sale volume. Sales tax will be charged on all drop ship orders to California unless Dealer has a California resale license on file with ACCURACY.
Handling Charges – Small Orders and Bill to Dealer Shipping Accounts
Orders below $750 will be subject to a $50 per order for small order handling charge. Handling charges will be waived on approved drop ship orders. Orders shipped on Dealer’s shipping account may incur a handling charge if imposed by the selected shipping service provider.
Sales Tax & Value Added Tax
ACCURACY complies with US, state, and local sales tax registration and collection requirements in jurisdictions where ACCURACY has established nexus. ACCURACY’s current nexus is California only. Other nexuses may be added.
Credit Terms
Standard terms available to US Dealer accounts are Prepay (Money order, cleared business check, wire transfer, or ACH) or Net 30. Net 30 terms require review and approval of a signed ACCURACY’s Credit Application, which may require up to 21 days to process. Credit limits will be set based upon credit references, company history, and D&B Rating where available. Continued Net 30 terms are subject to the timely payment of all invoices. Invoices not paid within terms are subject to a 2.5% service charge per month on the past due balance (or such a lower percentage as allowable by law). Invoices are not subject to discount unless expressly approved by ACCURACY. Credit card payments will be assessed a 3.0% service surcharge.
Resale Price Maintenance Policy – Worldwide
ACCURACY maintains a Resale Price Maintenance (“RPM”) Policy. Dealer may only advertise net retail prices at or above the Minimum Advertised Price (“MAP”). All forms of advertising of the Products are subject to this RPM Policy, including mailings, catalogs, flyers, inserts, newspapers, magazines, displays at consumer exhibitions and shows, and any other forms of advertising media, including television, radio, Internet and any other electronic communication such as email newsletters, email solicitations, websites, e-commerce shopping carts, and third-party websites. Sales of closeout discontinued or distressed merchandise, or sales in accordance with ACCURACY’s approved promotional programs will not be considered a violation of this RPM Policy. Dealer may also, at its option, provide incentives to customers in the form of discounted shipping, service, support, or combined sales with products other than the Products so long as such incentives and discounts maintain the image of a quality brand sold by a quality resale partner.
ACCURACY reserves the right to adjust the MAP for any Product at its sole discretion and without advance notice to Dealer. ACCURACY reserves the right to unilaterally cease sales of the Products to any Dealer who violates this RPM Policy. This RPM Policy applies only to advertised prices and does not apply to the price at which the Products are sold over the counter or in private transactions.
Compliance with Anti-Bribery Laws
Dealer acknowledges that it is ACCURACY’s policy to conduct its business in accordance with all applicable laws and regulations of the United States and foreign jurisdictions where it does business. This includes, without limitation, the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act, and all other applicable statutes which prohibit bribery and corruption in those jurisdictions where ACCURACY does business (collectively, “Anti-Bribery Laws”). Accordingly, Dealer agrees that, in carrying out their responsibilities under this Agreement, or in connection with any other business transactions involving ACCURACY, Dealer shall not (i) give or offer anything of value to any person to induce that person to act in violation of any law for the benefit of or on behalf of ACCURACY or Dealer; or (ii) pay or agree to pay, offer to pay or promise to pay, directly or indirectly, any funds or anything of value to any government official or employee (including officials or employees of state- owned or controlled businesses and institutions), political party or campaign official, candidate for foreign political office, official or employee of a public international organization, or any other person acting on behalf of any of the foregoing (each, a “Government Official”) for the purpose of (a) improperly influencing an act or decision of such Government Official or improperly inducing such Government Official to use his or her influence or position to affect any act or decision of such government or instrumentality, (b) obtaining any improper business advantage, or (c) improperly obtaining or retaining business. Dealer certifies that no owner, partner, officer, director, or employee of Dealer or any of their family members is or will become a Government Official within any country in which Dealer sells or offers for sale the Products without notifying ACCURACY.
Proposition 65 – California Only
Businesses with fewer than ten (10) employees and government agencies are not subject to this Proposition 65 requirements. Dealers with ten (10) or more employees located in or advertising for sale or selling the Products in California agree to provide potential customers for the Products with California Proposition 65 notification relating to the Products in a form or location visible to potential customers before making a decision to purchase the Products. The Proposition 65 notice should read: “WARNING: This product and/or its included or branded accessories can expose you to chemicals, including lead and lead compounds, which are known to the State of California to cause cancer and bisphenol A (BPA), and phthalates DINP and/or DEHP, which are known to the State of California to cause birth defects or other reproductive harm. For more information, go to www.P65Warnings.ca.gov.
Internet Marketing & URLs
All Dealers selling ACCURACY Products online should indicate that they are authorized resellers and in no way the manufacturer or creator of the Products. The designation “Authorized Accuracy Solutions Reseller” should appear in the header or footer of every product page. Where possible, Dealer’s website should provide links to ACCURACY’s website for detailed product information and technical support.
3rd Party Selling
Dealer may not list the Products for sale via Amazon, eBay, or any other 3rd-party sales or auction platform or knowingly sell the Products to any other reseller engaged in such 3rd party selling without express written authorization from ACCURACY. ACCURACY reserves the right to cease sales of the Products to any Dealer who violates this 3rd Party Selling prohibition.
Currency, Prices, and Products Subject to Change
All prices on any ACCURACY Dealer price list are quoted in US Dollars, and all sales transactions of the Products shall be conducted in US Dollars. ACCURACY reserves the right to change its wholesale price lists, modify MAP, add Products, discontinue Products, or change Product configurations without prior notice to Dealer.
Agreement to Arbitrate All Disputes
You and ACCURACY agree that all disputes and claims between you and ACCURACY shall be settled by binding arbitration instead of in courts of general jurisdiction. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to, any dispute, claim, or controversy arising out of or relating in any way to the Products, the ACCURACY website, these Terms, or any aspect of the relationship between you and ACCURACY. You agree that, by agreeing to these Terms, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision and that you are each waiving the right to a trial by jury or to participate in a class action. Notwithstanding the foregoing, either party may bring an individual action in small claims court. This arbitration provision shall survive the termination of these Terms and the termination of your account.
A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to ACCURACY should be addressed to Accuracy Solutions LLC, ATTN: Legal Department, 840 E Parkridge AV, Suite 102, Corona, CA 92879, USA (“Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought (“Demand”). If ACCURACY and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or ACCURACY may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by ACCURACY or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or is entitled. You may download or copy a Notice form and a form to initiate arbitration at www.adr.org. If you are required to pay a filing fee after ACCURACY receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee unless your claim is for greater than US$10,000.
The Commercial Arbitration Rules will govern the arbitration and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org. The terms of these Terms bind the arbitrator. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision. Unless ACCURACY and you agree otherwise, any arbitration hearings will take place via video or telephone. Suppose your claim is for US$10,000 or less. In that case, ACCURACY agrees that you may choose whether the arbitration will be conducted solely based on documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US$10,000, the right to a hearing will be determined by the AAA Rules. Regardless of how the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator is not authorized to award punitive or other damages not measured by the prevailing party’s actual damages, and may not, in any event, make any ruling, finding, or award that does not conform to the terms and conditions of these Terms.
ACCURACY may make a written settlement offer at any time before an arbitrator is selected. If the arbitrator issues you an award that is greater than the value of ACCURACY’s last written settlement offer made before an arbitrator was selected (or if ACCURACY did not make a settlement offer before an arbitrator was selected), then ACCURACY will pay you the amount of the award or US$1,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules.
YOU AND ACCURACY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless you and ACCURACY agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s claim.