adidas football - Stefans Soccer

Pricing
All prices are subject to change without notice. Orders will be invoiced at pricing prevailing
at time of shipment. The amount refl ected in any adidas America, Inc. (“adidas”) invoice
shall be deemed accepted and binding on Customer as an account stated. Partial shipment
of an order shall not bind adidas to deliver the remainder of the order at the same prices.
Orders
All orders are subject to acceptance by adidas. Acceptance of orders is conditioned upon
Customer’s acceptance of these Terms and Conditions of Sale. If the Terms and Conditions
of this acknowledgement differ in any way from the Terms and Conditions of Customer’s
order, this acknowledgement will be construed as a counter offer and will not be effective
as an acceptance of Customer’s Terms and Conditions which confl ict herewith. The
Terms and Conditions contained herein will be the complete and exclusive statement
of the terms of the agreement between the parties. Customer’s acceptance of the goods
sold hereunder will manifest Customer’s assent to the Terms and Conditions hereof. No
addition to or modifi cation of any of these Terms and Conditions will be effective unless
made in writing and signed by an authorized representative of adidas. Orders with a total
dealer cost of less than $100.00 will incur a service charge of $10.00.
Back Orders
Back orders are shipped FOB shipping point. Back orders will not be created for less than
four (4) pieces.
No Transshipment/Diversion of Merchandise
To enhance informed selection and promote product image, adidas only sells to selected
retail outlets on the express condition that such outlets may not resell to any person or
entity who is not also the fi nal user or consumer. Accordingly, the resale transshipment
or any form of diversion of adidas product to anyone other than the fi nal consumer is
expressly prohibited. Such activity may subject the violator to termination of its account
and/or cancellation of orders, and shall constitute a breach of the contract of sale for
which adidas may seek the appropriate legal remedies, including money damages or
injunctive relief.
Terms of Sale
All adidas products are sold FOB shipping point, unless approved in writing by adidas.
Payment terms are net thirty (30) days from invoice date, unless otherwise specifi ed.
Any amounts not paid within net terms are subject to a service charge of 11⁄2% per
month or the maximum rate permitted by law, whichever is lower. No cash or prompt
payment discounts will be allowed on any invoice paid past the invoice discount period.
Loss/Damage in Transit
adidas will not be responsible for goods lost or damaged in transit. Any damage or
shortage in carton count must be noted on the carrier’s delivery receipt and reported
directly to the delivering carrier.
Concealed Shortages/Overages
Any shortages/overages in unopened cartons must be reported to adidas’ Credit
Department in writing within thirty (30) days of the date of adidas’ invoice. All claims must
be accompanied by an invoice, carton identifi cation number and shipping order number
and an itemization of all shortages/overages by product code, size, and quantity.
Packing Errors
Packing errors must be reported in writing within ten (10) days of receipt of shipment and
must contain the carton identifi cation number. Adjustments can be made only if reported
within ten (10) days to the adidas “Credit Department.”
Cancellations
Orders may be canceled by the Purchaser only upon written notifi cation to and written
authorization by adidas. Orders may not be canceled within 45 days of the scheduled
shipment date. Approved cancellations may affect volume discounts. All cancellations are
subject to a restocking and/or reprocessing fee.
General Returns Policy
All returns must be pre-approved by adidas’ Returns Department. Requests for approval
of returns must be received in writing by the Returns Department within thirty (30) days
of the invoice date.
Customer accommodations and refused shipments may be subject to a fi fteen percent
(15%) restocking fee. Additional charges will be assessed for footwear that requires
reboxing or apparel that requires rebagging or untagging prior to its return to adidas
stock.
All returns must be accompanied by a Return Authorization Form, available from the
Returns Department. The Return Authorization Number must be clearly marked on
the outside of the shipping carton and/or on the face of the shipping documents. Any
returns not bearing the Return Authorization Number or not accompanied by a Return
Authorization Form will be shipped back to Customer at Customer’s Expense.
All returns must be shipped prepaid at customer’s expense.
Defective Returns Policy
Whether product is defective will be determined in adidas’ sole discretion. Freight
allowance will be given upon receipt of a freight bill.
Customer’s Covenants
Customer agrees to (a) render prompt, effective and courteous service with respect
to the sale of adidas goods, including all services to which a retail customer of adidas
goods is entitled; (b) vigorously and aggressively encourage the retail sale of adidas
goods; (c) maintain the minimum sales volume established by adidas from time to time;
(d) establish and maintain, independently and in conjunction with adidas, advertising
and marketing policies and methods that emphasize the high-quality characteristics of
adidas goods; (e) provide clean, modern and adequate retail outlet(s) necessary for proper
merchandising and selling of adidas goods; (f) attend presentations conducted by adidas
sales representatives for the purpose of acquiring knowledge about the technical aspects
of adidas products; and (g) notify adidas’ Credit Department in writing prior to any change
in Customer’s legal organization, method of doing business or any other information stated
in the credit application fi led by Customer.
Restrictions on Sales/Purchases/Assignment
Customer will not (a) sell, transfer or assign its right as an authorized adidas dealer without
the express written consent of adidas; (b) sell or otherwise transfer or transship adidas
goods to another retailer, distributor, or broker; or (c) purchase adidas products from any
source other than adidas. Additionally, Customer may only resell adidas products (apparel,
footwear and accessories) through the outlet locations(s) specifi ed in the Credit Application
or subsequently approved in writing by adidas. Any other form of resale of adidas products
other than as specifi ed above shall be prohibited without the prior written approval of
adidas. Such prohibitions shall include, but not be limited to, the following: Customer may
not resell adidas products (visible or encapsulated) through the mail, by catalog, by phone
or through the use of any computer network, the Internet, the World Wide Web, or any other
electronic means (regardless of the medium). Such right, if granted, is limited to sales and
deliveries within the United States. Further, Customer may not advertise adidas products
over the Internet unless such advertisement directs purchase and fulfi llment of adidas
products specifi cally at the location(s) approved in the Credit Application or subsequently
approved in writing by adidas. Violation of the aforementioned conditions may result in the
immediate termination of Customer’s account and cancellation of existing orders. Further,
if Customer opens or acquires additional retail outlet(s), Customer must notify and receive
written approval from their sales representative before any additional or new outlet or
franchise can be opened. adidas’ approval of a new outlet or franchise does not guarantee
adidas’ approval of any other outlet or franchise location.
© 2012 adidas America, Inc. adidas, the Trefoil, and the 3-Stripes mark are registered trademarks of the adidas Group. The following trademarks are owned by the adidas group
or adidas International BV: adiDRY ® , adiFIT ® , adiLETTE ® , adiPRENE ® , adiPRENE ® ⊕, adiSTAR ® , adiTUFF , adiWEAR ® , Circular 4-Spike Technology, CLIMACOOL ® , CLIMALITE ® , CLIMAPROOF ® ,
CLIMAWARM, FitWedge, Point of Defl ection, Predator ® , RESPONSE, Samba ® , Spider Tongue Lacing System, Streetball ® , Tango ® , The Brand with the 3-Stripes ® , TORSION ® , TRAXION,
Tubular Technology ® .
The following marks are trademarks of their respective owners, not the adidas group: CoolMax ® , Delfi ® , Dryline ® , Gore-Tex ® , LightStrike, Lycra ® , Microfeel ® , Neumann ® , Nylex,
Pebax ® , Phaseable, Spandex ® , Supplex ® , Sympatex ® , 3M ® , Tefl on ® , VISA ® fi nish.
Security Agreement
To secure payment and performance of all of Customer’s current and future obligations
to adidas, Customer grants to adidas a security interest in all inventory and equipment
that Customer has purchased or will at any time in the future purchase from adidas
and in all accounts, other forms of receivables, documents, instruments, returns and
general intangibles that are related in any way to such inventory and equipment. A copy
of Customer’s credit application may be fi led as a fi nancing statement in which case
Customer is the debtor and adidas is the secured party.
Limitation on Damages; Statute of Limitation
adidas WILL NOT BE LIABLE FOR ANY LOSS OF PROFIT, INTERRUPTION OF BUSINESS
OR ANY OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES SUFFERED OR
SUSTAINED BY Customer. Any action for breach of contract must be commenced within
one year from the date of delivery of the goods.
Entire Agreement
Customer’s credit application along with these Terms and Conditions contain the entire
understanding between the parties. Customer acknowledges that there are no terms,
conditions, warranties or representations other than those contained in the credit
application and these Terms and Conditions.
Modifi cations
No supplement, modifi cation or amendment of Customer’s credit application or these
Terms and Conditions will be binding unless executed in writing by adidas.
Termination
adidas may immediately terminate Customer’s ability, if any, to purchase goods on credit or
otherwise at any time in adidas’ sole discretion. This includes, but is not limited to, adidas’
ability to terminate or refuse to ship orders placed by Customer.
Severability; Waiver; Construction
Any portion of these Terms and Conditions that are found to be unenforceable will not
invalidate the remainder of these Terms and Conditions. Any delay in enforcing or any
failure to enforce any provision of these Terms and Conditions will not be deemed a waiver
of any other or subsequent breach of these Terms and Conditions unless such waiver is in
writing and signed by adidas. Caption headings are for convenience of reference only and
will not affect the interpretation of these Terms and Conditions. Ambiguous terms will be
construed without regard to authorship.
Costs and Attorney Fees; Choice of Law; Consent to Jurisdiction
Customer will pay such costs, collection agency commission, expenses and reasonable
attorney fees (including, without limitation, at trial and on appeal) as adidas may incur in
any manner of collection of any sums past due. Oregon law (without resort to its choice
of law provisions) and the law of the Ninth Circuit will govern. Customer consents to the
nonexclusive jurisdiction of and venue in any state of federal court located in the state of
Oregon or South Carolina. This means that adidas can fi le suit against Customer in any
court located within the state of Oregon or South Carolina.
Force Majeure
If a delivery date is specifi ed, that date will be extended to the extent that delivery is
delayed by reason of fi re, fl ood, war, riot, strike, natural disaster, or any other event
beyond adidas’ reasonable control and if, as a result of such a delay, the goods ordered
are unavailable, adidas may substitute comparable goods. Additionally, in the event of a
freight strike beyond adidas’ control, adidas may ship goods via another carrier without
being subject to any penalties.
Effective January 1, 2012.
Customer Service
1-800-4-adidas
adidas, the Trefoil, and the 3-Stripes mark are registered trademarks
of the adidas Group.
© 2012 adidas-America. Printed in USA.