Michael J. Walsh & Associates, Inc. and their factories products are sold throughout the world and we are continuing to expand our distribution network.  For the latest product information, pricing and list of distributors, please visit our website on the worldwide web:

www.bigredsafelocks.com

TERMS and CONDITIONS

All sales will be subject to the terms and conditions set forth herein, and any terms and conditions contained in any orders contrary to these terms and conditions will be null and void.  Michael J. Walsh & Associates, Inc., also known as BIG RED™SAFE LOCKS, a Division of Michael J. Walsh & Associates, Inc. USA and LockOne™ International Inc. reserves the right to immediately and without further notice discontinue the selling of products to any customer that does not fully comply with these terms and conditions.  Customer may not assign any rights or obligations without prior written consent of Michael J. Walsh & Associates, Inc. and LockOne™ International Inc.

TRADEMARKS

The following trademarks are the property of Michael J. Walsh and Associates, Inc., USA and ALL rights are reserved.  “The Safe Lock With The Red Tumblers”™, “Big Red, The Safe-Locks With The Red-Wheels”™, BIG RED™SAFE LOCKS, BIG RED SAFE LOCKS™, Soft Touch^®, DeadLoc Technology^®,  LockOne™ is a trademark of LockOne™ International Inc. and ALL rights are reserved. Sargent and Greenleaf® is a registered trademark of Sargent and Greenleaf®.

PRODUCTS and PRICES

All prices of the products are set forth in the List Price Book.  Michael J. Walsh & Associates, Inc. and LockOne™ International Inc. reserve the right to amend such prices from time to time, and to discontinue the production of any product, or to change the design, function and finish thereof, without prior notice to the customer.

CREDIT ISSUES

Michael J. Walsh & Associates, Inc. and LockOne™ International Inc. retains a purchase money security interest in all goods, products and materials which have been or are hereafter acquired by customer with credit granted by Michael J. Walsh & Associates, Inc. and/or LockOne™ International Inc. (“Collateral”).  Upon any default by customer, Michael J. Walsh & Associates, Inc. and/or LockOne™ International Inc. shall have the rights of a secured party under the Uniformed Commercial Code State of Oregon, as amended upon any default by customer.  Michael J. Walsh & Associates, Inc. and/or LockOne™ International Inc. may require customer to assemble the Collateral at a place designated by Michael J. Walsh & Associates, Inc. and/or LockOne™ International Inc.  Customer shall reimburse Michael J. Walsh & Associates, Inc. and LockOne™ International Inc. for all costs (including reasonable attorney’s fees) incurred in collecting any amounts due to Michael J. Walsh & Associates, Inc. and/or LockOne™ International Inc. or executing its interest hereunder.  In addition to any other right or remedy hereunder, Michael J. Walsh & Associates, Inc. and/or LockOne™ International Inc. shall have at all times the right to offset any obligation of customer to Michael J. Walsh & Associates, Inc. and/or LockOne™ International Inc. against any obligation of Michael J. Walsh & Associates, Inc. and/or LockOne™ International Inc. to customer.  If in Michael J. Walsh & Associates, Inc. and/or LockOne™ International Inc. sole judgment any doubt arises at any time as to the ability of the customer to pay for the products, or if the customer at any time is past due in payment of any amount owing to Michael J. Walsh & Associates, Inc. and/or LockOne™ International Inc. , Michael J. Walsh & Associates, Inc. and/or LockOne™ International Inc. may (without liability and without prejudice to any remedies, and regardless of any schedule of shipment or payment to the contrary), delay production, postpone any shipment or stop any product in transit until Michael J. Walsh & Associates, Inc. and/or LockOne™ International Inc. shall have received payment in full of all amounts, whether or not then due, owing to it by the customer.  In case of any such postponement, the price of the products affected shall be the price in effect on the date of final shipment.  Payment terms are NET 30 days unless otherwise specified in writing.  Any action or proceeding brought by customer of Michael J. Walsh & Associates, Inc. and/or LockOne™ International Inc. arising out of these terms shall be brought solely in a court of competent jurisdiction located in Klamath County, Oregon U.S.A.

WARRANTY

Customer shall forever indemnify, defend and hold harmless Michael J. Walsh & Associates, Inc. and LockOne™ International Inc. from and against any and all losses, damages, costs (including, without limitation, attorney fees and court costs), expenses, claims, liabilities, obligations and judgments related to the product or the sale or use thereof to the extent not covered by Michael J. Walsh & Associates, Inc. and LockOne™ International Inc. warranty, including without limitation, by reason of any unauthorized warranties or representations with respect thereto.   The customer shall not repair, replace, modify or tamper with any product for warranty purposes unless the written consent of Michael J. Walsh & Associates, Inc. and/or LockOne™ International Inc. is first obtained.

Wholesale/Locksmith

Seller warrants that for [1] year from the date of shipment from seller’s point of manufacture, the goods shall be free from defects in material and workmanship. This warranty applies provided there is compliance with all installation/operating instructions supplied by Michael J. Walsh & Associates, Inc. and LockOne™ International Inc. and, provided further, that the product has been subject to normal use without any misuse, negligence, modification, or the occurrence of any accidental damage.

OEM Safe Manufacture

Seller warrants that for [3] years from the date of shipment from seller’s point of manufacture, the goods shall be free from defects in material and workmanship. This warranty applies provided there is compliance with all installation/operating instructions supplied by Michael J. Walsh & Associates, Inc. and LockOne™ International Inc. and, provided further, that the product has been subject to normal use without any misuse, negligence, modification, or the occurrence of any accidental damage.

SELLERS ENTIRE LIABILITY AND BUYERS EXCLUSIVE REMEDY IN THE EVENT THAT THE PRODUCT(S) DO NOT CONFORM TO THE FOREGOING WARRANTY SHALL BE SELLER’S REPAIR OR REPLACEMENT OF THE PRODUCT(S) – (INCLUDING PAYMENT OF PRE-APPROVED FREIGHT COSTS TO AND FROM POINT OF MANUFACTURE).

THIS WARRANTY IS EXPRESSLY MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. MICHAEL J. WALSH & ASSOCIATES, INC AND LOCKONE™ INTERNATIONAL, INC.  DOES NOT WARRANT THAT THE GOODS ARE MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE EXCEPT AS EXPRESSLY PROVIDED HEREIN. 

UNAUTHORIZED USE OF COMPONENTS NOT MANUFACTURED BY THE SELLER IN CONJUNCTION WITH SELLER’S PRODUCTS INVALIDATES THE WARRANTY.  ANY MODIFICATIONS TO PRODUCTS NOT PERFORMED BY MICHAEL J. WALSH & ASSOCIATES, INC. AND LOCKONE™ INTERNATIONAL, INC. INVALIDATES THE WARRANTY.  SELLER SHALL HAVE NO LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES.  SELLER DOES NOT WARRANT ITS LOCK PRODUCTS TO BE IMPERVIOUS TO FORCIBLE OR SURREPTITIOUS ENTRY, AND SELLER SHALL HAVE NO LIABILITY FOR DAMAGE TO OR LOSS OF PROPERTY SOUGHT TO BE PROTECTED BY ANY SUCH LOCK.

This warranty and remedies set forth above are exclusive and in lieu of all others, oral or written, expressed or implied.  No dealer, distributor, agent or employee is authorized to make any modification or addition to this warranty.

Michael J. Walsh & Associates, Inc. and LockOne™ International Inc. EXPRESSLY DISCLAIMS ANY WARRANTY OF NON-INFRINGEMENT PROVIDED UNDER KRS 355.2.312, UCC §2-312, OR SIMILAR LAW, MICHAEL J. WALSH & ASSOCIATES, INC AND  LOCKONE™ INTERNATIONAL, INC. SHALL NOT INDEMNIFY NOR BE RESPONSIBLE FOR ANY DAMAGES ARISING OUT OF A CLAIM THAT THIS PRODUCT INFRINGES ANY PATENT.

Some states do not allow the exclusion or limitation of implied warranties or limitation of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

TAXES

Any taxes, duties, levies or other charges now hereafter imposed directly or indirectly on Michael J. Walsh & Associates, Inc. and/or LockOne™ International Inc. or required to be collected directly or indirectly by Michael J. Walsh & Associates, Inc. and/or LockOne™ International Inc. by any taxing authority in connection with the sale, delivery, use or consumption of the products, including, without limitation, any sales, documentary, use, excise, purchase, turnover and import taxes, consular fees and customs duties shall be for the account of the customer, and the customer shall on demand forthwith pay to Michael J. Walsh & Associates, Inc. and/or LockOne™ International Inc. any such tax, levy or charge.

PROMOTION OF PRODUCTS

The customer shall sell and promote the products in a manner which will enhance the image and good will of Michael J. Walsh & Associates, Inc. and LockOne™ International Inc., its customer and the products.  The use of Michael J. Walsh & Associates, Inc. and LockOne™ International Inc. trademarks and name is strictly prohibited without prior written consent of Michael J. Walsh & Associates, Inc. and LockOne™ International Inc.

MINIMUM ORDERS

Minimum order amount per shipment is USD100.00 net.

ORDER ACKNOWLEDGEMENTS

All Michael J. Walsh & Associates, Inc. and LockOne™ International Inc. orders will be acknowledged in writing within [3] business days after receipt of all information pertinent to the order.  It is the responsibility of the customer to check all acknowledgements in order to ascertain that they conform to their purchase order.  All estimates of dates of delivery are made by Michael J. Walsh & Associates, Inc. and LockOne™ International Inc. in good faith, and are not guaranteed.

CANCELLATIONS/CHANGES

Requests for cancellations or changes must be received by Michael J. Walsh & Associates, Inc. and LockOne™ International Inc. within [5] business days of Order Acknowledgement Date.  Michael J. Walsh & Associates, Inc. and LockOne™ International Inc. reserves the right to impose a re-stocking fee, as a percentage of the value of the merchandise, should a cancellation or change be made after production has begun.

CLAIMS

Claims for shortages or errors in packaging must be made to Michael J. Walsh & Associates, Inc. and LockOne™ International Inc. in writing within [10] business days after receipt of shipment.

RETURNED MERCHANDISE

Returns will not be accepted without prior written approval by Michael J. Walsh & Associates, Inc. and LockOne™ International Inc. and without a Returned Goods Authorization Number [RGA Number] issued by Michael J. Walsh & Associates, Inc. and LockOne™ International Inc. Customer Service Department.  All returns are subject to a re-stocking charge.  Purchaser must provide invoice number and information regarding original date of shipment with all returned goods.

SHIPMENTS

All products shall be shipped F.O.B. factory, freight collect and shall be deemed the property of the customer when accepted by the carrier.  Unless otherwise agreed in writing, the choice of carrier shall be at Michael J. Walsh & Associates, Inc. and LockOne™ International Inc. sole discretion.

FORCE MAJEURE

Michael J. Walsh & Associates, Inc. and LockOne™ International Inc. shall be excused for any delay in performance hereunder and shall not be responsible for any loss or damage caused by acts of God; accident or casualty; war or warlike activities, insurrection or civil commotion; supply, labor, engineering, or transportation difficulties; acts of any government (with or without valid jurisdiction); strikes; blockades; boycotts, lockouts or any other cause, whether or not similar in nature to those specified herein, beyond Michael J. Walsh & Associates, Inc. and LockOne™ International Inc. control.  The provision as regards to strikes, blockades, boycotts and lockouts shall apply irrespective of whether Michael J. Walsh & Associates, Inc. and LockOne™ International Inc. itself is the subject or instigator of such a measure.  Performance by Michael J. Walsh & Associates, Inc. and LockOne™ International Inc. hereunder shall be suspended during the continuance of any such measure.