Effective as of July 08, 2024
Table of Contents: Terms of Use · Global Terms & Conditions · Services Terms & Conditions: Local Delivery, Internal Loop, Shipping as a Service, Branded Paper, Odeko Bulk
PLEASE READ THIS TERMS OF USE AGREEMENT (THE "TERMS OF USE" OR "AGREEMENT") CAREFULLY. THIS WEBSITE AND ANY OTHER WEBSITES OF ODEKO, ITS AFFILIATES OR AGENTS, INCLUDING PORTAL.ODEKO.COM (THE "ODEKO PORTAL," AND COLLECTIVELY WITH THE OTHER WEBSITES, THE "WEBSITE") AND THE INFORMATION ON IT ARE CONTROLLED BY ODEKO INC. ("ODEKO," "WE," "US," OR "OUR"). THESE TERMS OF USE GOVERN THE USE OF (1) THE WEBSITE, (2) ANY MOBILE APPLICATION OF ODEKO, ITS AFFILIATES OR AGENTS (COLLECTIVELY, THE "APPLICATION"), AND (3) ANY MOBILE ORDERING SERVICE OFFERED THROUGH THE APPLICATION AND/OR WEBSITE (COLLECTIVELY, "MOBILE ORDERING," AND COLLECTIVELY WITH THE WEBSITE AND THE APPLICATION, THE "PLATFORM"). BY ACCESSING OR USING THE PLATFORM IN ANY WAY, YOU REPRESENT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE.
PLEASE BE AWARE THAT THE SECTION ENTITLED "DISPUTE RESOLUTION" CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
ANY DISPUTE RELATING IN ANY WAY TO YOUR USE OF THE SITE WILL BE GOVERNED AND INTERPRETED BY THE LAWS OF THE STATE OF DELAWARE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.
Please note that the Agreement is subject to change by Odeko in its sole discretion at any time. When changes are made, Odeko will make a new copy of the Terms of Use Agreement available at the Website. PLEASE REGULARLY CHECK THE WEBSITE OR APPLICATION TO VIEW THE THEN-CURRENT TERMS.
The Platform, the Services, and the information and content available on the Platform and Services (each an "Odeko Property" and collectively the "Odeko Properties") are protected by copyright laws throughout the world. Subject to the Agreement, Odeko grants you a limited license to use the Odeko Properties solely for your personal or internal business purposes.
Application License. Subject to your compliance with the Agreement, Odeko grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy solely for your own personal or internal business purposes.
Your Content License. By posting Your Content to the Platform, you grant Odeko a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Your Content. This allows us to provide the Services and to promote Odeko or the Services in general, in any formats and through any channels.
Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Odeko Properties; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Odeko Properties; (c) you shall not use any metatags or other "hidden text" using Odeko's name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Odeko Properties; (e) you shall not use any manual or automated software, devices or other processes to "scrape" or download data from any web pages; (f) no part of Odeko Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings.
Odeko Communications. By entering into this Agreement or using the Odeko Properties, you agree to receive communications from us, including via messages through the Application, e-mails, text messages and push notifications. IF YOU WISH TO OPT OUT OF PROMOTIONAL MATERIALS, YOU CAN (A) UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF AND/OR (B) UNSUBSCRIBE FROM PUSH NOTIFICATIONS BY FOLLOWING THE OPTIONS IN THE APPLICATION.
Registering Your Account. In order to access certain features of Odeko Properties you may be required to become a Registered User. In registering an account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form; and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least thirteen (13) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using Odeko Properties under the laws of the United States or any other applicable jurisdiction.
You are responsible for all activities that occur under your Account. You agree to notify Odeko immediately of any unauthorized use of your password or any other breach of security, and to exit from your Account at the end of each session. You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform.
You acknowledge that all information, data, text, software, photographs, graphics, video, messages, tags and/or other materials accessible through Odeko Properties (collectively, "Content") is the sole responsibility of the party from whom such Content originated. You, and not Odeko, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available through Odeko Properties ("Your Content").
Odeko has no obligation to pre-screen Content, although Odeko reserves the right in its sole discretion to pre-screen, refuse or remove any Content. Unless expressly agreed to by Odeko in writing elsewhere, Odeko has no obligation to store any of Your Content.
Except with respect to Your Content and User Content, you agree that Odeko and its suppliers own all rights, title and interest in Odeko Properties. The Odeko name and all related graphics, logos, service marks and trade names used on or in connection with any Odeko Properties are the trademarks of Odeko and may not be used without permission.
As a condition of use, you agree not to use Odeko Properties for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party to) either take any action or make available any Content that: (i) infringes any intellectual property right; (ii) is threatening, abusive, or otherwise offensive; (iii) constitutes unsolicited advertising; (iv) impersonates any person or entity; (v) interferes with or attempts to interfere with the proper functioning of Odeko Properties; or (vi) attempts to engage in any potentially harmful acts against Odeko Properties, including violating security features, introducing viruses or worms, or interfering with use by any other user.
Products or services made available on the Platform may be available for purchase. All charges for purchases made through the Platform are facilitated through a third-party payment processing service. By making use of payment services on the Platform, you agree to be bound by Odeko's policies, including the Odeko Payments Policy.
You are responsible for all charges incurred under your account. If for any reason Odeko does not receive payment for a purchase, Odeko may (a) immediately suspend or terminate your account; (b) seek collection of the outstanding amount owed; and/or (c) seek legal action against you for breach of these Terms of Use.
No Returns or Refunds Policy. Odeko does not sell goods or services, but only provides a platform for transactions between Businesses and their customers. Odeko does not have any return or refund policy, and all refunds or returns shall be in accordance with the return and refund policy of the applicable Business.
You agree to indemnify and hold Odeko, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, any Odeko Property; (c) your violation of the Agreement; (d) your violation of any rights of another party; or (e) your violation of any applicable laws, rules or regulations.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF ODEKO PROPERTIES IS AT YOUR SOLE RISK, AND PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. ODEKO PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, THE ODEKO PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) ODEKO PROPERTIES OR THE BUSINESSES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF ODEKO PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF ODEKO PROPERTIES WILL BE ACCURATE OR RELIABLE.
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL ODEKO PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF ODEKO PROPERTIES.
TO THE FULLEST EXTENT PROVIDED BY LAW, ODEKO PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO ODEKO BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; OR (b) $20.
Please read the following arbitration agreement carefully. It requires U.S. users to arbitrate disputes with Odeko and limits the manner in which you can seek relief from us.
Applicability. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Platform, to any products sold or distributed through the Platform, or to any aspect of your relationship with Odeko, will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims in small claims court if your claims qualify; and (b) you or Odeko may seek equitable relief in court for infringement or other misuse of intellectual property rights.
Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute to Odeko Inc., 247 Centre St., 4th Fl., New York, NY 10013, Attn: Legal Department, with a copy to legal@odeko.com. The arbitration will be conducted by JAMS. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location.
Waiver of Jury Trial. YOU AND ODEKO HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.
Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS.
30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to support@odeko.com within thirty (30) days after first becoming subject to this Arbitration Agreement.
The Agreement commences on the date when you accept them and remains in full force and effect while you use Odeko Properties, unless terminated earlier. Odeko has the right to, immediately and without notice, suspend or terminate any Services provided to you. If you want to terminate the Services provided by Odeko, you may do so by closing your Account.
The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of New York, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. If you have any questions, complaints or claims with respect to Odeko Properties, please contact us at support@odeko.com.
The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
These Global Terms and Conditions (the "Terms and Conditions"), together with the applicable Services Terms and Conditions, and Customer Agreement entered into by and between you ("Customer") and Odeko Inc. ("Odeko"), form an agreement regarding the services set forth on the Customer Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Customer Agreement.
Customer grants to Odeko a limited, non-exclusive, non-transferable, terminable, royalty-free license to use and reproduce the names, logos, and other trademarks of Customer solely in connection with Odeko providing the Services. Odeko shall not depict Customer or the Customer Marks in a defamatory manner or place Customer in a false light.
"Confidential Information" means any non-public information provided by one Party to the other, including trade secrets, financial information, technical information, business information, and the terms of this Agreement. Each party will use at least reasonable measures to protect the confidentiality of such Confidential Information and will not use or disclose it except as permitted under this Agreement.
Customer will maintain and enforce safety and physical security procedures with respect to its access, use, and possession of Odeko's Confidential Information that are at least equal to industry standards. Customer will immediately report to Odeko any breaches of security or unauthorized access to Odeko's Confidential Information that Customer detects or of which Customer becomes aware.
Customer agrees to pay, indemnify and hold Odeko harmless from any sales, use, transfer, privilege, tariffs, excise, and all other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the performance of the services under this Agreement.
Any affiliate of Odeko will have the right to perform any of Odeko's obligations under this Agreement, including providing any services or products set forth in the Customer Agreement and receiving payment. To the extent any Odeko affiliate performs such obligations, all references to Odeko are deemed to be references solely to such affiliate.
Payments for various services shall be due when and as described in the terms specific to the given service. In the event that Customer cancels or stops payment to Odeko, Customer agrees to be fully responsible for the payment of all fees and charges associated with such cancellation or stoppage. Past due amounts will be subject to a one-time late fee of five percent (5.0%) and interest accruing at the lesser of two percent (2.0%) per month and the maximum amount allowed under governing law.
Each Party will retain exclusive ownership of its intellectual property, including all updates, customizations, developments, and/or modifications developed in connection with this Agreement.
Both parties have the right to terminate this Agreement if the other party materially breaches this Agreement and fails to cure any such breach within thirty (30) days following written notice by the non-breaching party. Both parties also have the right to terminate this Agreement for any reason upon 60 days' written notice to the other party. Either party may terminate immediately upon written notice in the event of insolvency, bankruptcy filing, or dissolution of the other party.
Customer will indemnify and hold harmless Odeko, and its sub-distributors and contractors, from any liabilities, damages, losses, costs and expenses (including costs of defense, settlement amounts, and reasonable attorneys' fees) that arise out of or result from any third-party claim relating to a Customer Product, Customer's compliance with applicable law, or Customer's use of the Services.
Each Party will maintain at its sole cost and expense: (a) worker's compensation and employers' liability insurance; (b) commercial general liability insurance, including product liability, of $1,000,000.00 per occurrence; (c) cybersecurity insurance up to $2,000,000.00 per claim; and (d) umbrella/excess liability insurance up to $5,000,000.00 in the aggregate.
Each party represents and warrants that it has the requisite authority to enter into this Agreement and perform its obligations hereunder. EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED "AS IS" AND "AS-AVAILABLE," WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND.
Except with respect to liability arising from fraud, gross negligence, or willful misconduct, neither party will be liable for any consequential, special, or punitive damages. TO THE FULLEST EXTENT PROVIDED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR MORE THAN THE GREATER OF (A) THE AGGREGATE AMOUNT PAID BY CUSTOMER TO ODEKO DURING THE THREE (3) MONTHS PRECEDING THE CLAIM; OR (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.
Neither party will be in breach of this Agreement if its performance is prevented or delayed because of war, acts of terrorism, civil disturbances, strike, labor dispute, epidemic, shortage in supply, fire, act of God, action of a government, or other cause beyond the reasonable control of the party. No force majeure event will excuse Customer's or any Customer Location's payment obligations under this Agreement.
This Agreement is governed by and interpreted in accordance with the laws of the State of New York. Any dispute arising out of or relating to this Agreement shall be determined by arbitration in New York, NY before one arbitrator, administered by JAMS pursuant to its then-effective Comprehensive Arbitration Rules and Procedures.
Neither the rights nor obligations arising under this Agreement are assignable or transferable by either party without the consent of both parties in writing; provided, however, either party may, without consent, assign its rights and obligations to any purchaser of all or substantially all of the assets or equity of such party, any successor by merger, or any parent, affiliate, or subsidiary.
Customer grants Odeko a non-exclusive, perpetual, irrevocable, fully-paid-up, royalty free license to use, copy, distribute, and otherwise exploit statistical and other aggregated data derived from Customer's use of Services for Odeko's business purposes, provided the Aggregated Data is combined with similar data and does not include information identifying Customer or any identifiable individual.
The Agreement also includes standard provisions regarding Feedback (Customer may provide feedback and grants Odeko unrestricted rights thereto), Publicity (Customer grants Odeko the right to use Customer's name and/or logo to identify Customer as a customer on Odeko's website), Waiver (failure to enforce does not constitute a waiver), Notices (written notice deemed received when personally delivered, emailed, or five calendar days after certified mail), and Entire Agreement (this Agreement supersedes all prior or contemporaneous understandings between the parties relating to its subject matter).
These Local Delivery Terms and Conditions, together with the Global Terms and Conditions and Customer Agreement, form an agreement between you ("Customer") and Odeko Inc. ("Odeko") regarding local delivery services.
Odeko will purchase food and non-food related products that Customer orders from Suppliers, and will warehouse (if needed) and distribute those Products to Customer in accordance with the terms of this Agreement. Odeko will be the exclusive distributor of the Products for Customer for the duration of the Term. Customer hereby grants Odeko a right of first offer to be the exclusive distributor for products beyond the Products.
Unless otherwise provided in the Customer Agreement, Product pricing is exclusive of transportation and delivery charges. Effective January 1 of each year, applicable pricing shall increase by the change in the Producer Price Index for Transportation and Warehousing Services for the Territory over the previous 12 months or three (3)%, whichever is greater. Customer is responsible for all sales, use, and any other taxes applicable to purchases of Products.
Product orders and confirmations will be transacted by the Parties in writing, which will include email and the Platform. If an ordered Product is out of stock, Odeko will either cancel the applicable part of the order or substitute the Product with an acceptable substitute at Odeko's discretion. Odeko will pack the Products for shipment and/or delivery in accordance with commercially reasonable industry standards. Product delivery and risk of loss will be DPU (Incoterms 2020). Title to Products will pass at the time of delivery to Customer.
Odeko shall maintain a monthly local delivery success of 90% or higher (the "SLA"). A delivery is considered successful if it is delivered to Customer with eighty percent (80%) item accuracy and within sixty (60) hours of estimated time of delivery. Delivery issues should be documented in writing to Odeko's primary contact; and Odeko shall rectify delivery issues within 5–7 business days of being notified.
Unless specified otherwise in the Customer Agreement, payment is due immediately upon purchase for Products or within two (2) days of issuance of invoice. Past due amounts will be subject to a one-time late fee of five percent (5.0%) and interest accruing at the lesser of two percent (2.0%) per month and the maximum amount allowed under governing law.
Returns can be requested from Odeko directly inside the portal. Non-perishable Products that are unopened, unaltered and in good condition can generally be returned within 7 days of receipt for a credit applied to your account. However, returns over $1,000 in value may need to be evaluated prior to approval. A 25% restocking fee will be applied to all eligible returns.
Orders requiring re-delivery due to Customer's error are subject to fees as an additional delivery. Customer shall pay all administrative, pickup/delivery, restocking, and other fees charged by Odeko in connection with Customer's error.
These Internal Loop Terms and Conditions, together with the Global Terms and Conditions and Customer Agreement, form an agreement between you ("Customer") and Odeko Inc. ("Odeko") regarding Internal Loop distribution services.
Customer appoints Odeko as its exclusive distributor of Customer Products to existing and future Locations ("Internal Loop") in the Territory for the duration of the Term. For certain Locations, Odeko will deliver Customer Products via delivery routes listed in the Customer Agreement ("IL Delivery"). For other Locations, Odeko will permit Customer to ship Customer Products using either Odeko's FedEx account or Customer's shipping accounts ("IL Shipment"). It shall be a material breach of this Agreement for Customer to cease using Odeko for IL Delivery.
Customer will pack Customer Products in accordance with commercially reasonable industry standards. Customer agrees that title to Customer Products passes from Customer to Customer's Purchaser at Customer's location when Customer Products are transferred to Odeko, and that Odeko does not acquire or hold title to any Customer Products.
Payment is due within seven (7) days of issuance of invoice. Invoices will be issued weekly for IL Deliveries and monthly for IL Shipments. Late payments will be subject to a late fee of 5% and interest accruing at the lesser of 2.0% per month and the maximum amount allowed under governing law.
These Shipping as a Service Terms and Conditions, together with the Global Terms and Conditions and Customer Agreement, form an agreement between you ("Customer") and Odeko Inc. ("Odeko") regarding shipping services.
Subject to the terms and conditions of this Agreement and Customer's payment of all relevant fees, Odeko will make available to Customer certain shipping services through FedEx Corporate Services, Inc. and its affiliates ("FedEx") for Customer's own business purposes and not for resale or provision to third parties. All use of FedEx Services is exclusively governed by FedEx's then current terms and conditions. In the event of any dissatisfaction with the Services, Customer's sole and exclusive remedies are against FedEx and governed by the FedEx Terms.
Payment is due within seven (7) days of issuance of invoice. Invoices will be issued monthly. Late payments will be subject to a late fee of 5% and interest accruing at the lesser of 2.0% per month and the maximum amount allowed under governing law.
Customer authorizes Odeko and FedEx to use any data and other information Customer provides in connection with the Services for purposes of performing the Services. Customer represents and warrants that it has full authority to enter into and perform this Agreement, will comply with all applicable laws and regulations, and will comply with the FedEx Terms.
These Branded Paper Terms and Conditions, together with the Global Terms and Conditions and Customer Agreement, form an agreement between you ("Customer") and Odeko Inc. ("Odeko") regarding branded paper products and related services. All purchases of Products are final, and Customer may not return Products.
Subject to the terms and conditions of this Agreement, Customer will purchase from Odeko, and Odeko will procure and sell to Customer, the products set forth in the Order Form ("Products"), and perform the warehousing, branding, logistics, fulfillment and other services set forth in the Order Form (collectively, "Services").
Upon execution of a Customer Agreement, Customer will promptly provide all artwork, text, logos, trademarks, service marks, trade names and other content ("Customer Materials") necessary for Odeko to provide the Products and Services ordered. Once Odeko receives the Customer Materials, Odeko will prepare a mockup and deliver such mockup to Customer. Customer will accept or reject the mockup within five (5) business days; otherwise the mockup will be deemed accepted.
All Products will be delivered to Odeko's warehouse and Odeko will store such Products. Customer will have six (6) months to take delivery of the Products ordered. After six (6) months, Odeko will charge the storage fee identified in the Order Form. When there is only sixty (60) days of Customer's Product inventory remaining, Odeko will automatically re-order Products in the same quantity as the prior order, with at least thirty (30) days' notification to Customer before processing.
Customer will purchase the Products and Services at the fees set forth in an Order Form. Customer is responsible for paying all shipping and handling costs and governmental taxes. All invoices are payable by Customer upon receipt. Odeko will not procure Products until Customer has paid its invoice in full. Customer will make all payments in US Dollars by credit card or by wire transfer or automated clearing house.
Customer represents and warrants that: (i) it has all necessary right, title, license and authority to provide the Customer Materials to Odeko for the purposes hereunder; and (ii) all rights and licenses granted to Odeko will not violate any obligations of Customer to any third party.
These Odeko Bulk Terms and Conditions, together with the Global Terms and Conditions and Customer Agreement, form an agreement between you ("Customer") and Odeko Inc. ("Odeko") regarding Odeko Bulk services. Please contact support@odeko.com for the full terms applicable to your Odeko Bulk agreement.