Sales Terms and Conditions

These Sales Terms and Conditions (the “Conditions”) govern the purchase, sale and/or receipt of any goods (the “Goods”) from Electronics Renewal LLC d/b/a The Goldie Group and/or its subsidiaries and affiliates (collectively, the “Goldie Group”) to you (the “Customer” or “you” or “your” ). By receiving the Goods, you are accepting these Conditions. If you do not expressly agree with these Conditions, you may not purchase, receive, resell, sell, or use any of the Goods.  All Goods must be returned subject to the terms and conditions set forth in the applicable Goldie Group invoice, including but not limited to the 20% restocking fee (the “Fee”).  In accepting these Conditions, you expressly agree and covenant that: (1) any disputes between us will be settled by binding arbitration (meaning we both give up the right to go to court); (2) that you will make payment for the Goods as set forth in the applicable invoice, and (3) you will not take any act or omission that places the Goldie Group in violation of applicable law. 

If you do not expressly agree with these Conditions within 5 days upon receipt of the applicable invoice, you do not have the right to make available, purchase, sell, use, offer to sell, DEMONSTRATE, market, or distribute the Goods.  consequently, all goods must be returned to goldie group, after receipt of a goldie group issued rma, insured and at your sole cost and expense with receipt confirmation.  any goods returned in such manner is subject to the fee – absolutely no exceptions.  by you making available, purchasing, selling, using, offering to sell, DEMONSTRATing, marketing, or distributing the Goods from the goldie group (collectively, “use” or “using”), you are expressly agreeing to be bound by all of these conditions without any dispute thereof. 

1. Orders.
   1. You agree and understand that additional terms and conditions may apply to the purchase of certain goods or services from Goldie Group (the “Additional Terms”).  The Additional Terms will be set forth in the applicable invoice or made available to you. 
   2. You understand and agree that any terms and conditions in emails or documents presented to the Goldie Group (e.g., Customer’s invoice, Customer’s sales order, Customer’s PO, or any other Customer document) (the “Customer Terms”) will neither supersede nor have any effect on these Conditions, regardless of whether the Goldie Group objects to the Customer Terms.  The Customer Terms are rejected in their entirety and not be enforceable against the Goldie Group.
   3. Customer bears all risk and responsibility of all purchases made relating to Goods sold and shipped to a Customer designated facility. Goldie Group is acting reasonably when it accepts a purchase and shipment request for Goods. 
   4. Customer expressly represents and covenants that all of Customer’s employees and agents placing orders on behalf of Customer are duly authorized to commit and bind Customer to these Conditions.
   5. All accepted orders are fully binding on Customer. Customer may not cancel or amend any accepted order without Goldie Group’s express written consent, except in the event of a material default by Goldie Group with respect to such order which has not been cured by Goldie Group within a reasonable period of time following receipt of written notice from Customer of such default. 
   6. Any cancellation by Customer permitted hereunder shall be in writing and shall specify in reasonable detail the nature of the default and is subject to the Fee. 
   7. All orders for non-standard goods including goods configured to Customer’s specifications are non-cancelable and non-returnable.

2. Applicability of the Conditions. Unless otherwise agreed in writing and signed by an authorized representative of Goldie Group, these Conditions (“Sales Terms”), as published on Goldie Group’s Web site located at www.goldiegroup.com at the time of sale, govern all purchases of goods and services (“goods”) by the entity set forth in the applicable invoice in which these Conditions are referenced.  

3. Payment Terms and Credit.  Goldie Group will specify Customer’s payment terms, if any, when Customer establishes its account.  Customer’s credit line and payment terms are subject to change from time to time.  Goldie Group has the right to modify, increase, decrease or terminate Customer’s credit privileges and terms at any time without prior notice to Customer. Customer certifies that the information it furnishes to induce Goldie Group to extend credit and sell Goods to Customer, including, without limitation, any financial statements, is true and correct and understands that Goldie Group intends to rely upon such information as correct.  Subject to Goldie Group’s continued extension of credit to Customer, payment terms shall be net thirty (30) days from the invoice date. The payment date will be the payment postmark date or the actual date of electronic funds transfer, as applicable.  Customer waives any right it may have at law, in equity, under contract or otherwise to set-off or exercise any similar remedy against Goldie Group in whole or in part, any sum that Goldie Group or any of its affiliates may owe Customer. Goldie Group may apply payments to any of Customer’s accounts. In the event Customer defaults on any payment to Goldie Group, Goldie Group may reschedule, suspend, or cancel any outstanding delivery or order and declare the entire outstanding balances under all invoices immediately due and payable.  Customer agrees to pay interest in the amount of 1.5% per month, or the highest rate permitted by law, whichever is greater, on any payment past due.  Customer shall pay to Goldie Group all costs and expenses relating to payment of any outstanding amounts by Customer, including, without limitation, attorney’s fees, collection costs, fees of any collection agency, court costs, and any other related costs incurred by Goldie Group in exercising any of its rights or remedies hereunder or enforcing any of the terms, conditions or provisions of these Conditions.  Except as otherwise provided under applicable law, any credits provided by Goldie Group will automatically expire if not used within 6 months.

4. Pricing. Customer agrees to make purchase of the goods in accordance with the prices set forth on the applicable invoice. Quoted prices are subject to change without notice and, unless specifically included in a quote or invoice, do not include any taxes (sales or use), handling, shipping, transportation, duties or other charges or fees.  Customer is responsible for all applicable fees and all federal, state, provincial, municipal, and other government taxes on the sale, receipt and delivery of goods.  Exemption certificates, valid in the place of delivery, must be presented to the Goldie Group prior to shipment if they are to be honored.  Goldie Group’s acceptance of Customer’s order occurs at time of shipment, except for non-standard Goods.  

5. Shipment. All deliveries of Goods shall be made FCA (Incoterms 2020) Customer’s designated or accepted carrier’s location (the “Location”).  The  Goldie Group is not liable for any delays in delivery or for partial or early deliveries.  Risk of loss, damage to and title to goods shall pass upon delivery thereof to the Location.  Upon receipt of shipment, it shall be the responsibility of Customer or the consignee receiving the shipment to inspect the goods and secure written acknowledgement from delivering carrier for any shortages, loss, damage or nonconformance. Customer shall notify the Goldie Group in writing within five (5) days of receipt of any shipment of any shortages, defects, or non-conforming goods. In the event Customer fails to notify the Goldie Group within such five-day (5) period of any shortages, defects or non-conforming goods, the goods shall be deemed fully accepted.

6. Return and RMAs. Customer may only return Goods as permitted in these Conditions and only upon receipt of a Goldie Group issued RMA (defined below).  Goods otherwise shall be non-returnable, non-cancellable and the prices shall be non-refundable. 

1. Customer may return erroneously shipped Goods or Goods that were damaged prior to shipment.  Goods damaged after shipment may not be returned.  All Goods erroneously shipped by Goldie Group must be returned with the original packaging intact (including manufacturer’s shrink wrap) and otherwise in the same condition (functional and cosmetic) it was shipped in. 
2. In order to be eligible to receive any credit for returned Goods, Customer must adhere to Goldie Group’s then current returns processing guidelines. 
3. Customer must obtain a valid return authorization number (“RMA”) from Goldie Group for all returns prior to returning any goods. Customer is responsible for ensuring that the RMA is clearly visible on the address label of the goodspackaging and for complying with all other Goldie Group requirements provided to Customer when the RMA is issued.
4. All returns are subject to the Fees unless expressly agreed to otherwise in writing by the Goldie Group. 
5. Goldie Group’s sole liability for any returned goods will be acceptance of their return and issuance of any credits (if prepaid by Customer) pursuant to Goldie Group’s then current returns processing guidelines.
6. Unless otherwise agreed in writing by the Goldie Group, all goods returned from Customer are DDP (Incoterms 2020) Goldie Group’s designated facility, and title and risk of loss shall transfer to the Goldie Group only upon receipt and acceptance of the returned Goods at Goldie Group’s facility. 
7. Goldie Group may refuse delivery of any package from Customer without a valid, clearly visible RMA.
8. If Customer returns any Goods without Goldie Group’s authorization or does not comply with Goldie Group’s return requirements, those Goods may be subject to return to the shipping location and, if refused, Goldie Group may consider the Goods abandoned and dispose of them, without crediting Customer’s account (if applicable). 

7. Warranties. Customer expressly understands and acknowledges that the Goldie Group is not the manufacturer of the goods.  Goods warranties, if any, are provided by the manufacturer or publisher (“Vendor”) of the Goods. THE GOLDIE GROUP EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND COVENANTS, EITHER EXPRESS, IMPLIED, OR STATUTORY WITH RESPECT TO ANY GOODS, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, UTILITY, TITLE, ACCURACY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.  ALL GOODS AND INFORMATION ARE PROVIDED TO CUSTOMER ON AN “AS IS” AND “WHERE IS” BASIS.  To the extent authorized, the Goldie Group will pass through to Customer any transferable goods warranties, indemnities, and remedies provided to Goldie Group by the Vendor, if any, including any warranties and indemnities for intellectual property infringement. Customer’s, its affiliates’, and their respective customers’ sole and exclusive remedy relating to the Goods shall be the remedy, if any, afforded by the applicable Vendor of such Goods to such parties. 

8. Indemnification.  THE GOLDIE GROUP IS NOT RESPONSIBLE FOR AND HAS NO DUTY TO DEFEND, INDEMNIFY, OR HOLD HARMLESS CUSTOMER, ITS AFFILIATES, THEIR CUSTOMERS, OR ANY OTHER PARTY, FROM OR AGAINST ANY CLAIMS, DEMANDS, OR CAUSES OF ACTION, INCLUDING ANY DAMAGES, COSTS OR EXPENSES INCURRED BY SUCH PARTIES, ARISING FROM OR RELATING TO THE ACTUAL OR ALLEGED GOODS LIABILITY, BREACH OF SECURITY, LOSS OF DATA, PRIVACY VIOLATION, OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS RELATED (DIRECTLY OR INDIRECTLY) TO THE MANUFACTURE, SALE, OR USE OF THE GOODS. CUSTOMER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS THE GOLDIE GROUP, ITS AFFILIATES, AND ITS VENDORS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY LIABILITIES, LOSSES, DAMAGES, COSTS OR EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS) ARISING OR RESULTING FROM ANY CLAIMS, DEMANDS, ACTIONS OR PROCEEDINGS OF ANY KIND ARISING FROM OR RELATING TO: (i) CUSTOMER’S USE, MARKETING, DISTRIBUTION OR SALE OF GOODS IN A MANNER OTHER THAN AS SPECIFIED IN ANY GOLDIE-PROVIDED PRODUCT/SERVICE DESCRIPTIONS OR SPECIFICATIONS (IF ANY); (ii) GOLDIE GROUP’S OR ITS VENDOR’S COMPLIANCE WITH DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS PROVIDED BY CUSTOMER; (iii) CUSTOMER’S BREACH OF THESE CONDITIONS OR ANY ACTS OR OMISSIONS OF CUSTOMER, ITS AFFILIATES, ITS AGENTS, OR THEIR RESPECTIVE EMPLOYEES, OFFICERS OR DIRECTORS; OR (iv) VIOLATION OR ALLEGED VIOLATION OF ANY APPLICABLE LAWS OR REGULATIONS BY CUSTOMER OR ITS AFFILIATES.
9. Limitation of Liability. The Goldie Group will have no liability for: (i) failure to allocate or reserve any goods for Customer; (ii) failure to deliver goods within a specified time period; (iii) availability and/or delays in delivery of goods, (iv) discontinuation of goods, product lines, or any part thereof; or (v) cancellation of any orders. THE ONLY LIABILITY THE GOLDIE GROUP WILL HAVE WITH RESPECT TO ANY DAMAGED, DEFECTIVE, AND/OR ERRONEOUSLY SHIPPED GOODS WILL BE THE RETURN RIGHTS DESCRIBED HEREIN. CUSTOMER EXPRESSLY AGREES THAT THE GOLDIE GROUP’S TOTAL AND AGGREGATE LIABILITY FOR ANY  DAMAGES AND ALL CLAIMS ARISING UNDER THESE CONDITIONS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL BE LIMITED TO ACTUAL, PROVEN, DIRECT DAMAGES AND WILL NOT EXCEED THE NET AMOUNT PAID TO THE GOLDIE GROUP BY CUSTOMER FOR THAT GOOD OR SERVICE WHICH IS THE SUBJECT OF THE CLAIM.  TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER WAIVES ANY CLAIMS, DEMANDS, CAUSES OF ACTION, OR RECOVERIES FOR INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SALE OF THE GOODS OR SERVICES, FAILURE TO PERFORM IN ACCORDANCE WITH THESE CONDITIONS, OR ANY GOODS OR INFORMATION, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INJURY TO PERSONS OR PROPERTY, BUSINESS INTERRUPTION OR DAMAGE TO BUSINESS REPUTATION OR LOSS OF GOODWILL, LOSS OF DATA, OR SECURITY BREACH, REGARDLESS OF THE THEORY UPON WHICH ANY CLAIM MAY BE BASED, AND EVEN IF THE GOLDIE GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY TORT OR STATUTORY CAUSES OF ACTION.  CUSTOMER EXPRESSLY WAIVES ALL CLAIMS FOR THOSE DAMAGES.  THIS PROVISION SHALL SURVIVE ANY TERMINATION OF THESE CONDITIONS.  THE OBLIGATIONS OF THE GOLDIE GROUP AND ANY AFFILIATE THEREOF, IF ANY, HEREUNDER ARE THE SEVERAL OBLIGATIONS OF EACH SUCH ENTITY, AND NOTHING HEREIN SHALL BE DEEMED TO CREATE ANY JOINT AND SEVERAL LIABILITY BETWEEN OR AMONG THE GOLDIE GROUP AND/OR ANY OF ITS AFFILIATES. Customer expressly understands and agrees that if it were not for the foregoing PROVISIONS in Sections 7-9 THAT CUSTOMER IS EXPRESSLY AGREEING TO, the goods would be made available to Customer at a substantially higher cost. 

10. Force Majeure. The Goldie Group shall not be responsible for any delays in deliveries or failure to perform due to events of force majeure or any other event that is beyond the Goldie Group’s control, including, but not limited to, fire, flood, tornado, earthquake, war, riot, insurrection, strike, lockout, slowdown, epidemic, quarantine restriction, stay at home orders, pandemics, delay in transportation, labor shortage or strikes, materials or manufacturing facility shortage, accidents, boycott, embargo or any act or regulation of government or governmental authority and other contingencies beyond Goldie Group’s control resulting in impossibility or delay of performance of Goldie Group.

11. Compliance and Anti-Corruption. Customer agrees to abide by all applicable laws, ordinances, and regulations applicable to its performance of its obligations under these Conditions and the Use of the goods.  Neither party has made, and will not make, any direct or indirect payment, offer to pay, or authorization to pay, any money, gift, promise to give, or authorization of the giving, of anything of value to any government official, or the immediate family of any such official, for the purpose of influencing an act or decision of the government or such individual in order to assist, directly or indirectly, Customer or the Goldie Group in obtaining or retaining business, or securing an improper advantage. If Customer delivers the goods to its customer who may use the goods outside the United States, Customer will advise its customer that the goods are controlled for export by the U.S. Department of Commerce and that the goods may require authorization prior to export from the United States or re-export.

12. Restrictions. Customer agrees to at all times adhere to the Goldie Group’s and any applicable Vendor’s current guidelines relating to the goods.  Customer may not alter or modify the goods in any way or combine the goods with any other product or material not authorized by the Goldie Group and the applicable Vendor. Goods may have additional restrictions on their distribution or use. Customer is solely responsible for ensuring its adherence to any and all such restrictions.

13. Relationship. Customer and the Goldie Group are independent contractors. Nothing stated in these Conditions will be construed as creating the relationship of employer/employee, franchisor/franchisee, partners or principal/agent between the parties. Neither party will make any warranty, guarantee or representation, whether written or oral, on the other party’s behalf.

14. Governing Law. The parties expressly agree that these Conditions and any orders between the parties have been executed in the State of Tennessee and its validity, interpretation, performance, and enforcement will be governed by the laws of such state, without giving effect to principles of conflicts of laws. The parties hereby consent to the exclusive jurisdiction of the Federal or state courts sitting in Nashville, TN in any action or claim arising out of, under or in connection with this Agreement, or the relationship between the parties hereto. The prevailing party shall be entitled to all attorneys’ fees and costs incurred in connection with enforcing this Agreement.

15. WAIVER OF JURY.  Each party knowingly and voluntarily waives any and all right to a trial by jury in any action or proceeding arising out of, under or in connection with these Conditions, or the relationship between the parties hereto.

16. ARBITRATION.  Any controversy or claim arising out of or relating to these Conditions or an applicable invoice, or any breach thereof, including, without limitation, any claim that these Conditions or an applicable invoice, or any part thereof, is invalid, illegal or otherwise voidable or void, shall be submitted exclusively to final and binding arbitration before, and in accordance with, the Commercial Rules of the American Arbitration Association, and judgment upon the award may be entered in any court having jurisdiction thereof; provided, however, that this clause shall not be construed to limit any rights which the Goldie Group may have to apply to any court of competent jurisdiction for injunctive or other provisional relief.  The parties agree that a single arbitrator shall determine the arbitrability of any dispute. This arbitration provision shall be deemed self-executing, and in the event that either party fails to appear at any properly noticed arbitration proceeding, an award may be entered against such party notwithstanding said failure to appear. Such arbitration shall be conducted by the American Arbitration Association, at a location in Nashville, TN (if in person) or teleconference permitting, and shall be governed by the rules of the American Arbitration Association then in force and effect.

17. Notices. All notices, requests, demands, and other communications must be in writing and may be given by: (i) personal delivery; (ii) registered or certified mail, return receipt requested; or (iii) nationally recognized courier services to the party at its official corporate address. Notices to Goldie Group must be sent to: Electronics Renewal LLC dba The Goldie Group, Attn: CEO, 1150 ANTIOCH PIKE, STE 400A, NASHVILLE, Tennessee 37211 with a copy by email to: jderry@goldiegroup.com (chief legal officer).  Notices to Customer shall be sent to the address listed in the applicable invoice. 

18. Assignment. Customer may not assign or delegate its rights or duties under these Conditions, by operation of law or otherwise, in whole or in part, without the prior written consent of the Goldie Group. Any direct or indirect change of control of Customer will be deemed an assignment. Any attempted assignment by Customer without that consent will be null and void without any force or effect.  The Goldie Group’s affiliates may perform its obligations arising under these Conditions.  These Conditions shall be binding upon and, except as otherwise provided herein, shall inure to the benefit of the parties hereto and their respective successors and assigns.

19. Severability. If, for any reason, any provision of these Conditions is held invalid, such invalidity will not affect any other provision of these Conditions, and each provision will to the full extent consistent with applicable law continue in full force and effect. If any provision of these Conditions is held invalid in part, such invalidity will in no way affect the rest of such provision, no services or compensation shall be due with respect to same, and the rest of such provision, together with all other provisions of these Conditions, will, to the full extent consistent with applicable law, continue in full force and effect.

20. Waiver of Contractual Right and Waiver. The failure of either party to enforce any provision of these Conditions shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of these Conditions. No term or condition of these Conditions will be deemed to have been waived, except by written instrument of the party charged with such waiver.  No such written waiver will be deemed to be a continuing waiver unless specifically stated therein, and each such waiver will operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.

21. Survival. No termination of these Conditions will affect any rights or obligations of either party which: (i) are vested pursuant to these Conditions as of the effective date of such termination; or (ii) by their sense and context are intended to survive completion of performance or termination of these Conditions, including, without limitation, Confidentiality, Warranties, Indemnification, and Limitation of Liability, all of which will survive.

22. Entire Understanding. These Conditions, including the applicable invoice that makes reference to these Conditions, contains the entire understandings between the Goldie Group and Customer relating to the subject matter hereof and supersede all previous understandings, agreements, negotiations and proposals relating thereto between the Goldie Group and Customer.

23. Amendment.  These Conditions may be modified by the Goldie Group from time to time in its sole and absolute discretion.  No modification of these Conditions in effect at the time Customer places its order shall be binding unless the modification is in writing and signed by an authorized representative of the Goldie Group.

24. Confidentiality. In furtherance of the business relationship between the Goldie Group and Customer, it may be necessary or desirable for either party to disclose to the other certain non-public business and/or technical information that is either marked “Confidential” or by its nature should reasonably be considered confidential (the “Confidential Information”). Each party will protect Confidential Information from unauthorized disclosure or access by using the same degree of care it takes to protect its own confidential information which in no event shall be less than reasonable care.  Each party’s Confidential Information may be disclosed by the other party to those employees, affiliates or agents of such other party who have a need to know and an obligation to comply with the confidentiality terms herein.  The confidentiality obligations herein will not apply to information which is or becomes publicly available, is already in the other party’s possession prior to the time a party gains access, is independently developed by a party or is rightfully obtained from third parties, or as may be required to be disclosed by law or in connection with dispute resolution.  Notwithstanding anything herein, the Goldie Group may, from time to time and in its sole discretion, disclose credit information relative to Customer to third parties for informational purposes only.

25. Representations, Covenants and Warranties of Customer.  Customer represents and warrants to the Goldie Group that it has the right to enter into these Conditions provided hereunder, is duly organized and validly exists in good standing under the laws of its origin, with the ability to enter into and perform its obligations under these Conditions in accordance with its terms and conditions.  Customer further represents, warrants, and covenants that it will comply with all applicable local, state, and federal laws and all applicable governmental rules, regulations and ordinances, and that Customer will not cause the Goldie Group to be in violation of any applicable laws.

26. No Third Party Beneficiaries.  Other than the signatories set forth below, these Conditions do not expressly or implicitly provide any third party with any remedy, claim, liability, reimbursement, cause of action, or other right or privilege.

27. No Construction Against Drafting Party.  The headings used in these Conditions are for reference purposes only and will not be deemed to limit, expand or in any way affect the interpretation of any term or provision hereof. No legal or other presumptions against the party drafting these Conditions concerning its construction, interpretation or otherwise accrue to the benefit of any party to these Conditions and each party expressly waives the right to assert such a presumption in any proceedings or disputes connected with, arising out of, or involving these Conditions.