Opinel USA Online Store Terms and Conditions

 

Wholesale General Terms

These terms and conditions (these “Terms and Conditions”) shall apply to all sales of goods (“Goods”) by OPINEL USA INC, a company organized under the laws of the state of Illinois having its principal place of business at 4118 N. Nashville Ave, Chicago, IL 60634 (“Opinel”), made on the Internet by any purchaser of such Goods (“Buyer”) pursuant to online purchase orders (“Purchase Order”) accepted by Opinel and confirmed, after express acceptance of these Terms and Conditions, by Buyer.

ACCEPTANCE OF ANY PURCHASE ORDER IS EXPRESSLY LIMITED TO ACCEPTANCE OF ALL OF THESE TERMS AND CONDITIONS. NO ADDITIONAL TERMS CONTAINED IN ANY DOCUMENT TENDERED BY BUYER AND NO ORAL TERMS SHALL BECOME A PART OF THE AGREEMENT BETWEEN THE PARTIES. ALL ORDERS PLACED WITH OPINEL SHALL CONSTITUTE BUYER’S ACKNOWLEDGEMENT AND AGREEMENT THAT THESE TERMS AND CONDITIONS ARE INTENDED TO BE THE PARTIES’ FINAL EXPRESSION AND EXCLUSIVE STATEMENT OF THE TERMS OF THEIR AGREEMENT. NO COURSE OF DEALING, NO USAGE OF TRADE AND NO ACCEPTANCE OF OR ACQUIESCENCE TO ANY COURSE OF PERFORMANCE SHALL MODIFY, ALTER OR BE RELEVANT TO EXPLAIN OR MODIFY THESE TERMS AND CONDITIONS. Only such terms contained in an amendment or agreement signed by Opinel that expressly supersedes these Terms and Conditions shall be binding upon Opinel. Opinel may amend these Terms and Conditions from time to time with notice to Buyer; provided that any such amendment shall only be binding upon Buyer from the date thereof and shall not apply retroactively without Buyer’s written consent.

ARTICLE I
SHIPMENT AND DELIVERY

1.01 Unless otherwise specifically indicated in a Purchase Order, all prices are for Goods packed for domestic shipment and for delivery F.O.B. Opinel’s facilities in Chicago, Illinois (the “Delivery Point”). Shipping dates are approximate and based on prompt receipt by Opinel of all necessary information. Once Opinel has placed the Goods in the possession of a common carrier or Buyer’s designated carrier, all risk of loss shall be upon Buyer. Buyer shall pay all transportation and delivery charges to final destination. Opinel shall provide reasonable assistance in tracing Goods lost in transit. Shipment dates are not guaranteed. If shipment is delayed beyond the scheduled date, Opinel shall advise Buyer within six business days after the scheduled date of the delay. Any such delay shall not diminish any of Buyer’s obligations hereunder.

1.02 Opinel may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of the Purchase Order. 1.03 If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Opinel’s notice that the Goods have been delivered at the Delivery Point, or if Opinel is unable to deliver the Goods at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Opinel, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

ARTICLE II
NON-DELIVERY

2.01 The quantity of any installment of Goods as recorded by Opinel on dispatch from Opinel’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.

2.02 Opinel shall not be liable for any non-delivery of Goods (even if caused by Opinel’s negligence) unless Buyer gives written notice to Opinel of the non-delivery within ten days of the date when the Goods would in the ordinary course of events have been received.

2.03 Any liability of Opinel for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or adjusting the invoice with respect to such Goods to reflect the actual quantity delivered.

ARTICLE III
QUANTITY

3.01 If Opinel delivers to Buyer a quantity of Goods of up to 10% more or less than the quantity set forth in the accompanying invoice (the “Sales Confirmation”), Buyer shall not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall and shall pay for such Goods the price set forth in the Sales Confirmation adjusted pro rata.

ARTICLE IV
TITLE AND RISK OF LOSS

4.01 Title and risk of loss passes to Buyer upon delivery of the Goods at the Delivery Point. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Opinel a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Illinios Uniform Commercial Code.

ARTICLE V
AMENDMENT AND MODIFICATION

5.01 These Terms and Conditions may only be amended or modified in a writing, which specifically states that it amends these Terms and Conditions and is signed by an authorized representative of each party.

ARTICLE VI
INSPECTION AND REJECTION OF NONCONFORMING GOODS

6.01 Buyer shall inspect the Goods within five days of receipt (“Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Opinel in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by Opinel. “Nonconforming Goods” means only the following: (i) the Goods shipped are different than identified in Buyer’s Purchase Order; or (ii) the Good’s label or packaging incorrectly identifies its contents.

6.02 If Buyer timely notifies Opinel of any Nonconforming Goods, Opinel shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Opinel’s facility located at 4118 N. Nashville Ave, Chicago, IL 60634. If Opinel exercises its option to replace Nonconforming Goods, Opinel shall, after receiving Buyer’s shipment of Nonconforming Goods, ship to Buyer, at Buyer’s expense and risk of loss, the replaced Goods to the Delivery Point.

6.03 Buyer acknowledges and agrees that the remedies set forth in Section 6.02 are Buyer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 6.02, all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under these Terms and Conditions to Opinel.

ARTICLE VII
PRICE

7.01 Buyer shall purchase the Goods from Opinel at the prices (the “Prices”) set forth in Opinel’s published price list in force as of the date of Buyer’s Purchase Order. Prices are subject to change, without notice, at Opinel’s sole discretion.

7.02 All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Opinel’s income, revenues, gross receipts, personnel or real or personal property or other assets.

7.03 To protect the high reputation of Opinel’s brand, Opinel shall provide buyer with a list of suggested minimum advertised prices for the Goods (the “Suggested Minimum Advertised Price”). While Opinel shall not require Buyer to sell the Goods at any specified price, Opinel reserves the right to end its relationship with Buyer and terminate these Terms and Conditions if any Goods sold hereunder are subsequently advertised for sale anywhere to anyone at less than the Suggested Minimum Advertised Price.

ARTICLE VIII
PAYMENT TERMS

8.01 Buyer shall be required to prepay all amounts due under the first Purchase Order it enters into with Opinel, unless otherwise agreed by Opinel. For all subsequent Purchase Orders, Buyer shall pay the invoiced amounts on such Purchase Orders to Opinel within 30 days from the date of Opinel’s invoice; provided, however, that Opinel reserves the right to require Buyer to prepay amounts due under any Purchase Order at any time in its sole discretion. Buyer shall make all payments hereunder in US dollars by credit card, check or ACH transfer.

8.02 Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Opinel for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms and Conditions or at law (which Opinel does not waive by the exercise of any rights hereunder), Opinel shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder and such failure continues for 15 days following written notice thereof.

8.03 Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Opinel, whether relating to Opinel’s breach, bankruptcy or otherwise.

ARTICLE IX
LIMITED WARRANTY

9.01 Opinel warrants to Buyer that for a period of 90 days from the date of shipment of the Goods (“Warranty Period”), that such Goods will materially conform to Opinel’s published specifications in effect as of the date of shipment under the corresponding transaction and will be free from material defects in material and workmanship.

9.02 EXCEPT FOR THE WARRANTY SET FORTH IN SECTION9.01, OPINEL MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

9.03 Opinel shall not be liable for a breach of the warranty set forth in Section 9.01 unless: (i) Buyer gives written notice of the defect, reasonably described, to Opinel within 10 days of the time when Buyer discovers or ought to have discovered the defect; (ii) Opinel is given a reasonable opportunity after receiving the notice to examine such Goods and Buyer (if requested to do so by Opinel) returns such Goods to Opinel’s place of business at Opinel’s cost for the examination to take place there; and (iii) Opinel reasonably verifies Buyer’s claim that the Goods are defective.

9.04 Opinel shall not be liable for a breach of the warranty set forth in Section 9.01 if: (i) Buyer makes any further use of such Goods after giving such notice; (ii) the defect arises because Buyer failed to follow Opinel’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or (iii) Buyer alters or repairs such Goods without the prior written consent of Opinel.

9.05 Subject to Sections 9.03 and 9.04 above, with respect to any such Goods during the Warranty Period, Opinel shall, in its sole discretion, either: (i) repair or replace such Goods (or the defective part) or (ii) credit or refund the price of such Goods at the pro rata contract rate provided that, if Opinel so requests, Buyer shall, at Opinel’s expense, return such Goods to Opinel.

9.06 THE REMEDIES SET FORTH IN SECTION 9.05 SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND OPINEL’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 9.01.

ARTICLE X
LIMITATION OF LIABILITY

10.01 IN NO EVENT SHALL OPINEL BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT OPINEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

10.02 IN NO EVENT SHALL OPINEL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS AND ALL PURCHASE ORDERS ENTERED INTO HEREUNDER, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED two TIMES THE TOTAL OF THE AMOUNTS PAID TO OPINEL FOR THE GOODS SOLD HEREUNDER IN THE SIX MONTHS PRECEDING THE CLAIM.

ARTICLE XI
COMPLIANCE WITH LAW

11.01 Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under these Terms and Conditions. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under these Terms and Conditions or any resale of the Goods by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance. Opinel may terminate these Terms and Conditions if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.

ARTICLE XII
TERMINATION

12.01 In addition to any remedies that may be provided under these Terms and Conditions, Opinel may terminate these Terms and Conditions with immediate effect upon written notice to Buyer if : (i) Buyer fails to pay any amount when due under these Terms and Conditions; (ii) Buyer has not otherwise performed or complied with any of these Terms and Conditions, in whole or in part; (iii) any Goods sold hereunder are subsequently advertised for sale at less than the Suggested Minimum Advertised Price; or (iv) Buyer becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

ARTICLE XIII
MISCELLANEOUS

13.01 No waiver by Opinel of any of the provisions of these Terms and Conditions is effective unless explicitly set forth in writing and signed by Opinel. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms and Conditions operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

13.02 All non-public, confidential or proprietary information of Opinel, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Opinel to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with these Terms and Conditions is confidential, solely for the use of performing these Terms and Conditions and may not be disclosed or copied unless authorized in advance by Opinel in writing. Upon Opinel’s request, Buyer shall promptly return all documents and other materials received from Opinel. Opinel shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

13.03 Opinel shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached these Terms and Conditions, for any failure or delay in fulfilling or performing any term of these Terms and Conditions when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Opinel including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 90 days, Buyer shall be entitled to give notice in writing to Opinel to terminate these Terms and Conditions.

13.04 Buyer shall not assign any of its rights or delegate any of its obligations under these Terms and Conditions without the prior written consent of Opinel. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under these Terms and Conditions.

13.05 The relationship between the parties is that of independent contractors. Nothing contained in these Terms and Conditions shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

13.06 These Terms and Conditions is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms and Conditions.

13.07 All matters arising out of or relating to these Terms and Conditions is governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Illinois.

13.08 Any legal suit, action or proceeding arising out of or relating to these Terms and Conditions shall be instituted in the federal courts of the United States of America or the courts of the State of Illinois in each case located in the City of Chicago and County of Cook, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

13.09 All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), certified or registered mail (in each case, return receipt requested, postage prepaid) or e-mail. Notices sent by e-mail shall be sent to the e-mail address(es) designated for such purpose in the applicable Purchase Order, or to such other e-mail address(es) as a party may designate for such purpose from time to time.

13.10 If any term or provision of these Terms and Conditions is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.

13.11 Provisions of these Terms and Conditions which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Order including, but not limited to, the following provisions: Article XII, Section 13.02, Section 13.07, Section 13.08 and this Section 13.11.

Consumer General Terms

Welcome to www.opinel-usa.com. The www.opinel-usa.com website (the "Site") is comprised of various web pages operated by Opinel USA. The Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of the Site constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.

Privacy

Your use of the Site is subject to Opinel USA's Privacy Policy. Please review our Privacy Policy, which also governs the Site and informs users of our data collection practices.

Electronic Communications

Visiting the Site or sending emails to Opinel USA constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.

Your Account

If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Opinel USA is not responsible for third party access to your account that results from theft or misappropriation of your account. Opinel USA and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.

Opinel USA does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use the Site only with permission of a parent or guardian.

Cancellation / Refund Policy

Please review ours Shipping and Returns pages.

Links to Third Party Sites / Third Party Services

The Site may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of Opinel USA and Opinel USA is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Opinel USA is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Opinel USA of the site or any association with its operators.

Certain services made available via the Site are delivered by third party sites and organizations. By using any product, service or functionality originating from the the Site domain, you hereby acknowledge and consent that Opinel USA may share such information and data with any third party with whom Opinel USA has a contractual relationship to provide the requested product, service or functionality on behalf of the Site users and customers.

No Unlawful or Prohibited Use / Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use the Site strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to Opinel USA that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of Opinel USA or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. Opinel USA content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Opinel USA and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Opinel USA or our licensors except as expressly authorized by these Terms.

Use of Communication Services

The Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service.

By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; violate any applicable laws or regulations.

Opinel USA has no obligation to monitor the Communication Services. However, Opinel USA reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Opinel USA reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Opinel USA reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Opinel USA's sole discretion.

Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Opinel USA does not control or endorse the content, messages or information found in any Communication Service and, therefore, Opinel USA specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Opinel USA spokespersons, and their views do not necessarily reflect those of Opinel USA.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you upload the materials.

Materials Provided to the Site or Posted on Any Opinel USA Web Page

Opinel USA does not claim ownership of the materials you provide to the Site (including feedback and suggestions) or post, upload, input or submit to any Opinel USA Site or our associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Opinel USA, our affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submission, as provided herein. Opinel USA is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Opinel USA's sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

International Users

The Service is controlled, operated and administered by Opinel USA from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Opinel USA Content accessed through the Site in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Indemnification

You agree to indemnify, defend and hold harmless Opinel USA, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Opinel USA reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Opinel USA in asserting any available defenses.

Liability Disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. Opinel USA AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.

Opinel USA AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. Opinel USA AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Opinel USA AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF Opinel USA OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

Termination / Access Restriction

Opinel USA reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Illinois and you hereby consent to the exclusive jurisdiction and venue of courts in Illinois in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Opinel USA as a result of this agreement or use of the Site. Opinel USA's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Opinel USA's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Opinel USA with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Opinel USA with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Opinel USA with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent an d subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

Changes to Terms

Opinel USA reserves the right, in its sole discretion, to change the Terms under which the Site is offered. The most current version of the Terms will supersede all previous versions. Opinel USA encourages you to periodically review the Terms to stay informed of our updates.

Contact Us

Opinel USA welcomes your questions or comments regarding the Terms:

OPINEL USA Inc.

4118 N Nashville AVE
CHICAGO IL 60634
USA

Phone: +1 773-754-3275
email: help@opinel-usa.com

Version

Version 1.0 - 07.25.2016