DR USA, LLC
TERMS AND CONDITIONS OF SALE 

All sales of goods and/or products (collectively “Goods”) by DR USA, LLC, an Ohio limited liability company (“Seller””) to you (the “Purchaser”), including, without limitation, through Seller’s website, are subject to the terms and conditions set forth hereinbelow (“Terms and Conditions”), and these Terms and Conditions are hereby incorporated into each quotation, proposal, purchase order, sales order, invoice, online purchase and similar document or transaction related thereto (collectively, an “Order”): 

1. FORMATION OF CONTRACT: An Order for Goods placed by Purchaser with Seller will be accepted only upon Seller’s written acceptance thereof, and the terms of these Terms and Conditions will govern over the terms of Purchaser’s Order. Seller accepts Orders from, or supplies Goods to, Purchaser only upon the condition that Purchaser agrees to be bound by and comply with these Terms and Conditions. Seller’s receipt of a purchase Order or its shipment of Goods to Purchaser does not constitute an acceptance by Seller of any term or condition of such purchase Order or any proposed terms and conditions. Reference in Purchaser’s Order to any such terms and conditions or proposal will in no way constitute a modification of any of these Terms and Conditions. ANY ATTEMPTED MODIFICATION OF THESE TERMS AND CONDITIONS PROPOSED BY PURCHASER IN A PURCHASE ORDER CONTAINING TERMS AND CONDITIONS INCONSISTENT WITH OR IN ADDITION TO THESE TERMS AND CONDITIONS WILL NOT BE BINDING UPON SELLER UNLESS SPECIFICALLY ACCEPTED BY SELLER IN WRITING. SELLER OBJECTS TO ANY TERMS AND CONDITIONS INCONSISTENT WITH OR IN ADDITION TO THESE TERMS AND CONDITIONS.
    
   
2. SPECIFICATIONS: All Orders of Goods are accepted with the understanding that the Goods furnished will be in accordance with only the manufacturer’s specifications.
    
   
3. ACCEPTANCE: Purchaser is responsible for verifying the description and condition of the Goods unless otherwise agreed between the parties in writing. Purchaser shall inspect the Goods as soon as possible upon receipt. Any claim of non-conformity with respect to the Goods (other than for hidden or latent defects) or their shipment or delivery is waived, unless made in writing by Purchaser to Seller, specifically stating the details of such non-conformity, within a reasonable time not exceeding thirty 30 days after Purchaser receives the Goods. Seller shall be given the opportunity to confirm, by its representative’s inspection, the complaint of the Purchaser. If, in Seller’s opinion, after such inspection, the complaint of Purchaser is valid, or if Seller elects not to inspect, Seller shall thereupon have the right either to (i) replace such Goods within a reasonable time with other Goods meeting the agreed specifications or (ii) reimburse Purchaser for the cost of such non-conforming Goods. In either event, Seller shall thereupon have the right to require return of the non-conforming Goods at Seller’s cost. The foregoing constitutes Purchaser’s sole and exclusive remedy for any claim of non-conformity of Goods sold by Seller. Seller’s determination of the weight of Goods received and of all Goods shipped shall be binding upon all parties for all purposes related to an Order and/or these Terms and Conditions.
    
   
4. SHIPMENT: All shipment or delivery dates are approximate. The date of the bill of lading constitutes conclusive evidence of the date of shipment of the Goods. Seller reserves the right to ship Goods in advance of any established delivery schedule. Partial shipment and/or transshipment of Goods is expressly permitted. Each delivery of Goods hereunder will be deemed a separate transaction. No non-conforming tender or delay or failure in the shipment or delivery of any one lot of Goods will excuse Purchaser from accepting tender of any remaining installments hereunder. A default in any payment by Purchaser after shipment or offer of shipment of any installment of Goods may, at the sole and absolute discretion of Seller, be deemed a material default of the Order and these Terms and Conditions.
    
   
5. TRANSPORTATION: Except as otherwise set forth in these Terms and Conditions, all shipments of Goods shall be F.O.B. shipping point. The following shall be the sole responsibility of the Purchaser: (a) any excess charges assessed by carrier covering shipments requiring special equipment in handling and/or transporting, (b) costs associated with air freight or air express shipments of any such Goods or shipments of Goods, and (c) all claims for freight damage. Upon delivery of the Goods to the carrier at the shipping point, all risk of loss, damage or other incidents of ownership shall immediately pass to Purchaser, but title to such Goods will be retained by Seller as security for Purchaser’s performance until payment in full for the Goods is received by Seller.
    
   
6. PAYMENTS: Unless otherwise specified in the Order or these Terms and Conditions, the price and all charges and payments must be made in full upon placement of the Order for the Goods by Purchaser, and shall be payable only in US dollars. Seller may instruct that all remittances be sent to a bank or other receiving agency or depository. No receiving agency or depository has authority to settle claims for Seller or to accept payment tendered as payment in full. Therefore, Purchaser agrees that notwithstanding any endorsements or other legend appearing on Purchaser’s checks, drafts or other orders for payment of money, they do not, because of such endorsement or legend, or otherwise, constitute payment in full or settlement of account.
    
   
7. TAXES: Purchaser will, in addition to the payments required hereunder, pay all sales, use, transfer, excise privilege or other taxes, whether federal, state or local, howsoever designated, which are levied or imposed by reason of the transaction contemplated hereby; excluding however, income taxes on profits which may be levied on Seller. Purchaser will reimburse Seller for the amount of any such taxes paid or accrued by Seller as a result of this transaction. Where applicable, such taxes or assessments will be added to the invoices as a separate charge to be paid by the Purchaser.
    
   
8. PURCHASER’S CREDIT: Purchaser’s credit, if any, must be preapproved in writing by Seller, and shall be subject to Seller’s continuing approval. In the event Purchaser’s credit position, in the opinion of Seller, is unsatisfactory or becomes impaired, Seller may limit, modify or cancel the credit of Purchaser and demand advance payment, satisfactory security or a guarantee of prompt payment before shipment or delivery of the whole or any part of the Goods without in any way affecting the obligation of Purchaser to perform under the Order or these Terms and Conditions. If Purchaser refuses to give the payment, security or guarantee demanded, or if Purchaser is in default in any payment or if any proceedings, voluntary or involuntary, are instituted by or against the Purchaser in bankruptcy or insolvency or under any provision of the U.S. Bankruptcy Act, or for the appointment of a receiver or trustee or an assignee for the benefit of creditors, Seller will have all of the rights of a secured party under the UCC and may cancel any Order, refuse to deliver any undelivered Goods and Purchaser will immediately become liable to Seller for the unpaid price of all Goods delivered, all Goods in process of manufacture, and for any and all other damages, including loss of reasonable profits caused by Purchaser’s default.
    
   
9. LATE PAYMENTS: If any amount owing under any Order or these Terms and Conditions is not paid in full when due, Purchaser will pay a late charge on the amount unpaid for each day from the due date until paid in full at a rate per annum at all times equal to eleven and nine tenths percent (11.9%) per annum. Late charges will be payable on demand. It is the intent of Seller and Purchaser in the execution and performance hereof to remain in strict compliance with applicable law from time to time in effect.
    
   
10. DEFAULT: Upon any default or breach of any Order or these Terms and Conditions by Purchaser or any default or breach by Purchaser of any other agreements that may exist between Purchaser and Seller, Seller will thereupon have all the remedies of a secured party under the UCC. Seller, at its sole and absolute option, by giving written notice to Purchaser of its election to do so, may as to any Order and any other agreements that may exist between Purchaser and Seller, cancel any portion or portions of such agreements and/or defer shipment or delivery of all or any undelivered portions of the Goods covered under Order and any other agreements that may exist between Purchaser and Seller.
     
    
11. LIMITED WARRANTY: Seller warrants to Purchaser that the Goods will conform to the specification stipulated in these Terms and Conditions (the “Limited Warranty”) for a period of 30 days from the date of Purchaser’s receipt of the Goods (the “Limited Warranty Period”). Notwithstanding the forgoing, the Limited Warranty will not apply in the event of any of the following: (a) the Goods are not properly assembled by the Purchaser in accordance with the manufacture’s specifications and instructions; (b) the Goods are not used in strict accordance with the manufacturer’s instructions as stated in the User’s Manual; and/or (c) the Goods are misused, not properly maintained or abused. EXCEPT FOR THE LIMITED WARRANTY PROVIDED FOR HEREIN, THERE ARE NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED AND SELLER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. Purchaser acknowledges and agrees that it is not relying upon any representation, statement or other assertion made by Seller with respect to the suitability of the Goods for any particular purpose, and that Purchaser has made its own inquiry, testing and investigation into the suitability of the Goods.
    
    
12. ASSUMPTION OF THE RISK; LIABILITY WAIVER. PURCHASER UNDERSTANDS AND AGREES THAT THE GOODS ARE “READY TO ASSEMBLE” PRODUCTS THAT REQUIRE PURCHASER (OR THE ULTIMATE END USER) TO ASSEMBLE THE GOODS USING THE MANUFACTURER’S DETAILED ASSEMBLY INSTRUCTIONS. FAILURE TO FOLLOW THE MANUFACTURER’S DETAILED ASSEMBLY INSTRUCTIONS MAY CAUSE DAMAGE TO PROPERTY AND MAY LEAD TO MINOR INJURIES OR MAJOR INJURIES, UP TO AND INCLUDING DEATH. BY PURCHASING AND RESELLING OR USING THE PRODUCTS FROM SELLER, PURCHASER, ON BEHALF OF ITSELF AND ANY END USERS WHO PURCHASE THE GOODS FROM PURCHASER, HEREBY: (a) VOLUNTARILY AND IRREVOCABLY ASSUME THE RISK OF ANY POTENTIAL INJURY THAT MAY RESULT, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY, INCLUDING DEATH, AND/OR PROPERTY DAMAGE, AND (2) WAIVE AND RELEASE SELLER, AND ITS MEMBERS, MANAGERS, SHAREHOLDERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS FROM ANY AND ALL LIABILITIES, DAMAGES, INJURIES, CLAIMS, CAUSES OF ACTION, COSTS OR EXPENSES WHICH MAY IN ANY WAY ARISE AS A RESULT OF OR RELATED TO; IN EACH CASE, PURCHASER’S, OR END USERS’ WHO PURCHASE THE GOODS FROM PURCHASER, FAILURE TO FOLLOW THE MANUFACTURER’S DETAILED ASSEMBLY INSTRUCTIONS WHEN ASSEMBLING THE GOODS. 
    
    
13. LIMITATION OF LIABILITY: IN NO EVENT WILL SELLER OR ITS SUCCESSORS OR ASSIGNS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, AND IN NO EVENT WILL SELLER’S TOTAL LIABILITY ON ANY CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY LOSS OR DAMAGE ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE SALE OR USE OF THE GOODS EXCEED THE PURCHASE PRICE ALLOCABLE TO THE GOODS, OR PARTS THEREOF, TO WHICH THE CLAIM RELATES.
     
    
14. FORCE MAJEURE: Seller will not be liable for any failure or delay of performance under any Order or these Terms and Conditions arising in any way from any circumstance not within reasonable control of Seller, including but not limited to, acts of God, fire, flood, storm or other natural phenomena, restraint of governments, rules or other authorities (including allocations, priorities, requisitions, quotas and price controls), perils of the sea, war or warlike hostilities, terrorist acts, civil insurrection, blockades or prohibitions of export or import strikes, lockouts or other labor disputes preventing or hindering the sale or delivery of the Goods, breakdown or preventions of working of machinery, delay or non-availability of any items necessary for the sale or delivery of the Goods, loss delay, detention or non-availability of a carrying vessel or other means of transportation, delays in loading or discharging the Goods, failure of Seller’s supplier to make delivery to Purchaser and any other cause whatsoever, wheresoever, and howsoever preventing or hindering the delivery of the Goods. Should a failure or delay in Seller’s performance occur because of any of the foregoing, Seller will have the option of either canceling the Order or delaying performance hereunder for as long as the circumstances prevail, during which time the Order, and these Terms and Conditions will remain in full force and effect.
     
    
15. INDEMNIFICATION: Purchaser agrees to indemnify, defend and hold Seller, its affiliates, assignees, officers, directors, employees, agents and representatives harmless from and against any and all liability, claim, loss, demand, damage, cost and expense (including attorneys’ fees and litigation costs) relating to any claim of injury or damage of any kind to any person or property asserted to be caused by, resulting from or attributable to (a) Purchaser’s breach of any Order or these Terms and Conditions, (b) Purchaser’s (or its end user’s) failure to properly assemble the Goods in accordance with the manufacture’s specifications and instructions; (c) Purchaser’s (or its end user’s) failure to use the Goods in strict accordance with the manufacturer’s instructions as stated in the User’s Manual; and (d) Purchaser’s (or its end user’s) misuse, failure to properly maintain, or abuse of the Goods.
     
    
16. ASSIGNMENT: No Order or these Terms and Conditions, nor any right or obligation thereunder can be assigned by Purchaser without the prior written consent of Seller, the giving or withholding of which is in the Seller’s sole and absolute discretion.
     
    
17. GENERAL: Cancellation of any order, or return of any conforming Goods purchased hereunder, is subject to Seller’s acceptance and Purchaser’s payment of any applicable restocking charges in accordance with Seller’s policy as then in effect. All Order cancellations must be received by Seller within three days of Order placement. Non-warranty related returns will not be accepted by Seller without the prior written consent of Seller. The applicable Order, together with these Terms and Conditions, contain the entire agreement among the parties as to the subject matter thereof, and supersede all prior understandings, whether written or oral, relating thereto. Neither course of performance, nor course of dealing, nor usage of trade will be used to qualify, explain or supplement an Order, or these Terms and Conditions. If Purchaser defaults in any of its obligations hereunder, Purchaser must pay Seller’s costs of collection including, but not limited to, attorneys’ fees and court costs. The rights and obligations of the parties hereunder and the interpretation of these Terms and Conditions will be governed by the laws of the State of Ohio, other than those relating to conflicts of law. All disputes arising under any Order and/or these Terms and Conditions, or relating to the sale or use of the Goods, must be litigated in the Summit County Court of Common Pleas, Summit County, Ohio, and the parties’ consent to submit themselves to the exclusive jurisdiction and venue of that court. The rights and obligations of the parties hereunder will not be governed by the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods.
     
    
18. CLASS ACTION WAIVER. ANY LITIGATION OR OTHER DISPUTE HEREUNDER SHALL PROCEED SOLELY ON AN INDIVIDUAL BASIS WITHOUT THE RIGHT FOR ANY CLAIMS OR DISPUTES TO BE PURSUED ON A CLASS ACTION BASIS OR ON BASES INVOLVING CLAIMS OR DISPUTES BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF OTHERS. CLAIMS OR DISPUTES MAY NOT BE JOINED OR CONSOLIDATED UNLESS AGREED TO IN WRITING BY ALL PARTIES. NO AWARD OR DECISION WILL HAVE ANY PRECLUSIVE EFFECT AS TO ISSUES OR CLAIMS IN ANY DISPUTE WITH ANYONE WHO IS NOT A NAMED PARTY TO THE DISPUTE.