These terms have been executed in Sportsgear Outdoor Products LLC d/b/a Athlon Optics ("Seller"), Olathe, Kansas offices. These General Terms and Conditions apply to all purchases through Seller’s internet customer portal (“Purchase”) entered into between (“Buyer”) and Seller on or after the date Buyer makes a Purchase. If these terms are contrary to your (Buyer's) understanding, please notify Seller immediately. Buyer's Purchase will constitute Buyer's acceptance of these terms. Delivery of all goods Purchased, or otherwise delivered to Buyer, are subject to Seller's credit policy. Buyer transmits its assent to Seller in Olathe, Kansas to these Terms and Conditions by making a Purchase.

Invoices and Payment Terms. (a) Unless otherwise specified in the space "Payment terms,"of the Transaction Confirmation, Seller shall render an invoice to Buyer at the address specified for the purpose by Buyer within a reasonable time after each delivery is made, setting forth the quantity of the goods identified in any invoice, order form or Transaction Confirmation to which these General Terms and Conditions are referenced. Payment of the amount due shall be made by Buyer to Seller at the address specified by Seller in the invoice or Transaction Confirmation.
(b) Seller shall have the right from time to time to request pertinent financial information from Buyer to assure Seller of Buyer's creditworthiness. If Buyer's credit becomes impaired or unsatisfactory to Seller, or if Buyer defaults in timely payment for goods delivered hereunder, Seller may, at its discretion and without prejudice to its legal remedies, suspend deliveries to Buyer, cancel this Agreement and any outstanding Transaction Confirmation(s) or continue deliveries to Buyer after Buyer provides security for payment satisfactory to Seller.
(c) Should Buyer fail to pay the full amount due Seller when due, interest thereon shall accrue at the maximum allowable rate from the date when payment is due until paid. The interest rate shall be 10%, or, if less, the maximum rate permitted under applicable law. Interest shall not accrue, however, upon the disputed portion of any invoice ultimately found in error.
(d) Buyer waives any rights to exercise any right of setoff against any amounts owed by Buyer to Seller.

Taxes. In addition to the purchase price of the goods, Buyer shall assume liability for, and pay all taxes, including all existing and new or increases in sales, import, and excise taxes imposed by any governmental authority upon the manufacture, sale, use, import, or delivery of the goods sold hereunder. If Buyer is exempt from payment of taxes, fees or other charges, Buyer shall furnish to Seller proper exemption certificates.

Deliveries and Measurements. Deliveries shall be made within Seller's usual business hours and at such times as may be reasonably requested by Buyer, provided that reasonable advance notice of each requested delivery has been given by Buyer to Seller. Buyer shall furnish Seller necessary shipping instructions. Seller reserves the right to approve or disapprove any carrier selected by Buyer to receive goods under this Agreement for delivery to Buyer. All agents, employees, and licensees of Buyer shall comply with all applicable government regulations and other safety regulations and procedures for purchases and deliveries by Buyer to its customers.

Title and Risk of Loss. Title and risk of loss to the goods shall pass from Seller to Buyer at delivery point. FROM AND AFTER THE TIME OF DELIVERY OF THE GOODS BY SELLER TO BUYER, BUYER SHALL BE SOLELY RESPONSIBLE FOR, AND SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD SELLER, ITS AFFILIATES, AND THEIR OFFICERS AND EMPLOYEES HARMLESS FROM AND AGAINST ALL LOSS AND FOR ALL COSTS (INCLUDING ATTORNEYS' FEES AND COST OF DEFENSE), LOSSES, DAMAGES, LIABILITIES, CLAIMS, AND CAUSES OF ACTION FOR OR RELATING TO PERSONAL INJURIES, INCLUDING DEATH, AND PROPERTY DAMAGE CAUSED BY POSSESSION, CONSUMPTION, OR USE OF ANY GOODS DELIVERED UNDER THIS AGREEMENT.

Force Majeure. Seller shall not be liable hereunder or otherwise for its failure to produce, transport or deliver goods due to any event of “force majeure.” Events of force majeure shall include acts of god, fires, floods, wars, sabotage, accidents, labor disputes, trade disputes, or shortages, laws, ordinances, rules and regulations, whether valid or invalid, inability to obtain material, equipment or transportation, and any other similar or different occurrences beyond the control of Seller. If Seller is unable to make any delivery or deliveries at the time or times required under this Agreement due to force majeure, Seller shall have the right to suspend deliveries to Buyer, cancel this Agreement and any outstanding Transaction Confirmation(s) or continue deliveries to Buyer allocate its available supply of goods among its customers in a fair and equitable manner.

Claims & Warranties. Receipt by Buyer of any goods delivered hereunder shall be an unqualified acceptance of, and a waiver by Buyer of any and all claims with respect to those goods, unless Buyer gives Seller written notice of claim within thirty (30) days after goods arrives at the destination specified by Buyer to Seller in the shipping instructions. Seller warrants that it has valid title to the goods delivered and sold by Seller to Buyer and that the goods are free from liens and claims of others. SELLER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF CONDITION, INCLUDING EXPRESS WARRANTIES NOT STATED OR REFERENCED IN THIS AGREEMENT OR TRANSACTION CONFIRMATION AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR CONSEQUENTIAL DAMAGES OR LOST PROFITS OR PUNITIVE DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME.

Buyer's Warranty. (a) The Buyer is responsible for all transactions it authorizes. (b) Buyer shall indemnify and hold Seller harmless from any loss, costs, damages and expenses (including without limit attorneys' fees) for Buyer's breach of this Agreement. (c) Buyer is entering into this Agreement and Transaction Confirmations between the parties as principal and not as agent of any person. (d) Buyer represents and warrants that Buyer is eligible to legally receive, own, hold, and sell the goods.

Merchant/Commercial User. (a) Buyer has entered into this Agreement and any Transaction Confirmations between the parties in conjunction with its line of business or the financing of its business; (b) the material terms of this Agreement and each Transaction Confirmation have been and will be individually negotiated;
(c) the creditworthiness of the Buyer was or will be a material consideration in Seller entering into this Agreement and any Transaction Confirmations with Buyer; (d) Buyer is a producer, processor, or commercial user of, or a merchant handling, the goods which are the subject of the transactions, or the products thereof, and Buyer is entering into any such transaction solely for purposes related to its business as such; and (e) Seller is the offeror of each such transaction and Seller offered to enter into this Agreement with Buyer and initiated their trading relationship.

Non-Reliance. Buyer is acting for its own account, and it has made its own independent decisions to enter into this Agreement and each Transaction Confirmation between the parties and as to whether this Agreement and each Transaction Continuation between the Parties is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. Buyer is not relying on any communication (written or oral) of the Seller as advice or as a recommendation to enter into any transaction; it being understood that information and explanations related to the terms and conditions of a transaction shall not be considered advice or a recommendation to enter into that transaction. No communication (written or oral) received by Buyer from Seller shall be deemed to be an assurance or guarantee as to the expected results of that transaction. Buyer is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice from a party or parties other than the Seller), and understands and accepts, the terms, conditions and risks of this Agreement and each Transaction Confirmation between the parties. It is also capable of assuming, and assumes, the risks of this Agreement and each Transaction Confirmation between the parties. The Seller is not acting as a fiduciary for or an adviser to Buyer in respect of this Agreement and each Transaction Confirmation between the parties.

Athlon Optics 2022 MAP Dealer Agreement / Program
The Athlon Optics Minimum Advertised Price (MAP) policy is an agreement between Athlon Optics and all its authorized dealers to maintain the value and worth of our products. Both Athlon Optics and its dealers work hard to develop, market and distribute products that represent excellent value for its customers. A meaningful MAP policy also maintains well-deserved margins for all dealers of Athlon Optics products. Please carefully read through our MAP policy to ensure your business is 100% compliant.
• For the purposes of this agreement, advertisements all refer to any presentation, offer, or solicitation for the purposes of sale of Athlon Optics product. This shall include—but not be limited to—price lists, newspaper and magazine ads, catalogs, flyers, direct mail, signs, billboards, banners, festival events, shows, conventions and user groups. This also includes any and all forms of electronic advertising: radio, TV, facsimiles, websites, and e-mail newsletters.
• Price must be displayed on all products and or pages.
• Displayed price must not be below the current MAP.
• If selling on any auction site such as EBAY® or www.gunbroker.com®, the price must be listed as a “Buy Now” at or above MAP. No “Reserve Price” or “Best Offer” is permitted.
• No “added value” items or promotions allowed unless authorized by Athlon Optics.
• No shipping of product by the dealer to other retailers. Dealers must sell only to the end-user unless authorized by Athlon Optics
• No mention of a lower price or discount is allowed. Statements such as “Call for Price”, “Call for Lower Price”, or “PM for Pricing” are not allowed.
• No mention of lower price may be used on online forums.
• No “Add to Cart” for lower price permitted unless authorized by Athlon Optics.
• No coupons for Athlon Optic products are allowed in any newsletters or publication (electronic communication included) unless authorized by Athlon Optics.
• Dealers must seek pre-approval before selling Athlon Optic products on any third party websites. This includes Amazon, Ebay and other third party websites.
• United States Dealers may not ship Athlon Optics product to locations outside the United States unless authorized by Athlon Optics.

Breach. Although Buyers remain free to establish their own resale prices, Seller will, without assuming any liability, cancel all orders and will indefinitely refuse to accept any new orders from any Buyer immediately following Seller’s verification to its satisfaction that such Buyer has advertised, offered, or sold any of Seller’s products in violation of any term of the MAP Policy, including selling at a price less than the minimum retail price established and announced by Seller from time to time (the “Floor Price”).

Confidentiality. Seller agrees that Buyer's confidential (not otherwise publicly disclosed) information shall not be disclosed without Buyer's authorization, except as disclosure may be required in a judicial or other legal proceeding. Buyer's files, papers, and other materials shall remain the property of the Buyer and shall be delivered to Buyer upon its request.

Disputes; Lawsuits. In the event of any dispute, the matter shall be resolved exclusively by legal action filed and conducted in the applicable federal or state court located in Johnson County, Kansas. Buyer and Seller each irrevocably consents to the exclusive jurisdiction and venue of such court. Each party shall bear its own cost and attorney's fees. This Agreement shall be interpreted under the laws of Kansas. Buyer and Seller each irrevocably waives any right to trial by jury with respect to any legal proceeding arising out of any transaction entered into hereunder.

Entire Agreement; etc. This Agreement and related Transaction Confirmation(s) constitute the entire agreement between the Parties and supersedes and terminates any prior oral or written understandings or agreements between the Parties. If one part of this Agreement or Transaction Confirmation is deemed to be invalid, to the extent possible, the balance thereof shall be construed in a manner so as to maintain validity thereof.

Notices. Every notice, request, statement, acknowledgement, etc., by or from one party to the other shall be in writing to the offices of the receiving party last appearing on the records of the sending party. The initial address of Seller shall be as specified in the last Transaction Confirmation issued by Seller.

Assignment. This Agreement and any Transaction Confirmation issued by Seller may not be assigned by either party without the consent of the other party; provided, however, Seller may, without Buyer's consent, make such an assignment in connection with the sale or transfer of all or substantially all of Seller's assets.

Addendum: Minimum annual sales must exceed $10,000 to retain your current pricing structure. Failure to meet the requirement will result 5% margin loss. Please contact your Athlon Optics sales representative with any questions.
* DISCLAIMER: By typing your name below, you are signing this application electronically. You agree that your electronic signature is the legal equivalent of your manual signature on this application.