DOW Account Terms

Terms & Conditions for Your DOW Account

GENERAL: You or Your Company applies for an account with DEDC, Inc., d/b/a DOW Technologies for the purchase of goods and services in accordance with these Terms & Conditions (an “Account”). In these Terms & Conditions of your Account, the words “you” and “yours” refer to You, as an individual as a sole proprietor or the business entity Company applying for the Account, as the case may be, and the words “we”, “us”, “our”, or “DOW” refer to DEDC, Inc., d/b/a DOW Technologies. Any person using the Account with your express or implied permission, including anyone using your login credentials, (an “Authorized User”) is bound by these Terms & Conditions. In reliance on your application, we may accept your application to open an Account. We may, but are not obligated to, extend credit terms to you that can apply to your payment of your orders. The goods and services you purchase from DOW through your Account shall be referred to as “Products”.

ACCEPTANCE: The use of your Account by you or your Authorized User to order Products for purchase means you accept these Terms & Conditions. The use of your Account includes calling in to a DOW representative or using the DOW e-commerce website to order Products.

PAYMENT: (A) You agree to pay all invoices for Products you purchase from DOW according to the terms of the invoice and these Terms & Conditions. (B) If you fail to timely pay any invoice, you agree to pay a service charge on any unpaid balance at the rate of 1.5% per month (18% per annum), or the maximum allowed by law if less, until the overdue balance is paid. (C) Should you maintain a credit card on file with us, you agree we can charge any credit cards you have on file as payment of any amount you owe, including any past due amount, service charges, and late fees. (D) Overdue and delinquent Account balances are subject to being placed for collection, and you agree to pay all costs of collection, including a reasonable attorney's fee at all levels of proceedings. (E) If any invoice is not paid when due, DOW, at its option, may require that all other orders be prepaid by credit card or other method of payment acceptable to DOW when you order, or DOW may suspend all further Account activities, until the Account is paid in full. (F) Any invoice payment or account balance payment made by credit card is subject to a 2.5% fee. OFFSETS: (A) You shall not have the right to offset any amounts due to DOW for Products purchased by and invoiced to you. (B) You agree that DOW has the right to offset any Account balance, or any portion thereof, against any funds due you from DOW. Such funds that DOW may use to offset your Account balance shall include, but are not necessarily limited to, any Monthly Incentives, Residuals, Reserves, Commissions, or other funds or financial obligations that arise from any other Agreement you have or may in the future have with DOW. PRICING; TAXES: (A) Prices for Products sold to you are set by the terms of the invoice. (B) Prices are exclusive of all Federal, State, and local sales taxes, unless expressly indicated otherwise in writing on the invoice. (C) You must submit a tax exemption certificate that is acceptable to the appropriate taxing authorities for the state of the billing address of your Account. If an exemption certificate is not available, or you advise us in writing that you wish to pay sales tax, all applicable sales tax will be charged to and payable by you. If any exemption certificate is deemed invalid by any applicable taxing authority, you shall pay all such taxes, and any fines, penalties, or costs arising out of such invalid certificate. DEFAULT: The following are events of default under the Terms & Conditions of your Account: (A) You do not pay any payment when due. (B) You make any false or misleading statement on your application or fail to supply us with updated financial information within 30 days of our request. (C) You file for bankruptcy, or a bankruptcy petition is filed against you. (D) Any natural person guaranteeing payment on your Account dies, declares bankruptcy or has a bankruptcy petition filed against him or her. (E) An event occurs which in our reasonable discretion causes the prospect of payment by you to be significantly impaired. (F) You breach any other provision of the Terms & Conditions of your Account. (G) You breach any other Agreement you have with DOW. In the event of default, we may demand the entire unpaid balance be paid immediately. If you are in default and we refer your Account to an attorney and/or collection agency for collection, we may charge you our collection costs, including court costs and reasonable attorneys’ fees, when and as permitted by applicable law. All liabilities of you, your Company, and of any Guarantor of your Account shall mature immediately upon your insolvency or the insolvency of your Company, your inability to meet your obligations as they become due, the appointment of a receiver, custodian or trustee for you or your Company or any of your or its property, the filing of a voluntary or involuntary petition for relief in bankruptcy, reorganization, the making of an assignment for the benefit of creditor, or the calling of a meeting of creditors by your Company, or if any of the foregoing events shall occur with respect to any Guarantor of your Account.

RETURN CHECK FEE: If you make a payment with a check that is dishonored or returned for insufficient funds, you agree to pay a fee of $25 for each such check returned.

UPDATED INFORMATION: Upon our request, you agree to promptly update your business and personal information, including providing financial statements if requested. You shall promptly provide DOW written notice of any change in your or your Company name, address, business organization status, ownership, owners, officers, partners, or locations.

CREDIT INVESTIGATION: You give us the right to investigate your business and/or personal credit history, as applicable. You authorize us to furnish information about the Account to credit reporting agencies and others who may lawfully receive the information including our affiliates.

CANCELLATION OF ACCOUNT: We and you have the right to cancel this Account, as it relates to future purchases, at any time for any reason and without default. You remain obligated to pay for all purchases made prior to cancellation. Cancellation of your Account may result in the termination of other Agreements you have or may in the future have with DOW.

WARRANTY DISCLAIMER; LIMITATION OF LIABILITY: DOW offers no guarantees or warranties of any kind whatsoever, including any warranties of merchantability or of fitness for a particular purpose, either expressed or implied, on the Products and service sold by DOW. You assume all risks and liability for the results obtained in the installation and use of any Products you purchase from DOW. You agree that DOW shall not be liable for any consequential or special damages, including lost profits that may result from defective or unfit Products. The only warranties on the Products sold by DOW are the warranties made by the manufacturer. Additionally, DOW disclaims any defective product liability or intellectual property liability for any Product manufactured or supplied by others that you purchase from DOW; and you waive any claim for defective product liability or intellectual property liability you may have against DOW related in any way to the Products you purchase from DOW. Damages, if any, levied against DOW for claims you bring related in any way to the Products you purchased from DOW shall be limited to cost of the Products you purchased that are subjects of your claims.

FREIGHT; SHIPPING; DELIVERY: Unless DOW agrees to other shipping terms in writing, all orders are shipped Incoterms® 2020 FCA DOW shipping warehouse. Method and route of shipment are at DOW’s discretion. Risk of loss or damage to the Products shall pass from DOW to you as soon as the Products are packed and ready for delivery to a carrier, and title shall pass to you at that time. All risk of loss or damage in transit shall be borne by you and it is your responsibility to file any damage, or loss claims with the carrier. You agree that under no circumstances shall you withhold payments from DOW because of damage or loss in transit. DOW does not guarantee delivery dates, and DOW shall not be liable to you for any delay or failure of delivery of Products for any reason, regardless of if your order for Products is submitted and accepted. Any claim you have regarding discrepancies between the invoiced descriptions or quantities and the actual Product you received must be made in writing within 15 days from the date of invoice, or your claim is waived. Absent any such claim, actual delivery of the invoiced descriptions or quantities of the ordered Product shall be conclusively presumed. Depending on your Account and the Products you purchase from DOW, other Freight Policies may apply.

RETURNED PRODUCTS: You shall not return any Product to DOW unless your request is in writing, in accordance with DOW’s or the manufacturer’s Return Authorization procedures, and you have an approved Return Authorization. Unless otherwise agreed to in writing, a restock charge of up to 15% will be assessed upon the return of Products because of your ordering error, late cancellation of your order, or when assessed by the manufacturer.

CREDIT CARDS: If you have provided credit card information to DOW through DOW’s Retail Services Department or through DOW’s password protected e-commerce site to facilitate the payment of your orders of Products purchased on your DOW account, you acknowledge and agree: (A) You guarantee and warrant that you are legally authorized to use any on-file credit card and give DOW authorization to charge any on-file credit card. (B) The use of on-file credit cards is optional and for your convenience. (C) You may elect to provide DOW payment information with each order if you do not wish DOW to keep your credit card on file and be subject to these Terms & Conditions. (D) You have the ability to add a new on-file credit card, maintain multiple credit cards on file with DOW, edit any credit card information, or delete any existing on-file credit card at any time. (E) You authorize DOW to charge any of the on-file credit cards as payment for all amounts due for an order of Products and invoiced to your DOW Account, for any recurring charges for any DOW program, and for any Past Due amount you owe; and DOW may do so without additional notice to or authorization from you. (F) You may designate a “Default” on-file credit card to be used primarily for your orders and the first on-file credit card charged; however, should the Default on-file credit card be insufficient for any reason to fully pay for your order, you specifically authorize DOW to charge any other on-file credit card you have provided without further notice to you. (G) You agree that you will not dispute with your credit card company any charges from DOW unless you first attempt to resolve the issue directly with DOW and those attempts have failed. (H) You agree to indemnify, defend, and hold DOW harmless, against any liability pursuant to the use of any on-file credit card. (I) If you have any problems or questions regarding any charges from DOW, you will contact the DOW Retail Services Department for assistance at 813.626.5195, Ext. 3017 or by email at the following retailservices@dowtechnologies.com. (J) On-file credit card payments made shall be in accordance with the credit terms DOW has established for your DOW Account. (K) If DOW is unable to process your payment with your on-file credit cards, you will make immediate alternate payment arrangements, and you shall be responsible for any resulting processing fees that DOW may incur. (L) Any payment you make by credit card is subject to a 2.5% fee.

OTHER DOW PROGRAMS, SERVICES, & POLICIES: To the extent your use of your DOW Account, your purchases of Products, and your participation in other DOW programs requires your acknowledgment of, agreement to, and compliance with use policies, terms, and conditions, your establishing your DOW Account and agreeing to these Terms & Condition shall be your acknowledgment of, agreement to, and compliance with the following : (A) Returns Policy; (B) Smart Services Terms & Conditions; (C) Price Match Guarantee; (D) 12Volt Shipping Policy; (E) C/I Home Shipping Policy; (F) DOW DASH Delivery Service Terms & Conditions; (G) Internet Reseller Policy; (H) www.DOWTechnologies.com Site Terms; and, (I) Privacy Policy. All these DOW Programs, Services, & Policies listed above can be reviewed and downloaded at https://www.dowtechnologies.com/policies.

CONFLICTING TERMS; ACCEPTANCE: DOW shall not be bound by any written terms contained on any purchase order or other document you submit when ordering Products. These Terms & Conditions of your Account and any terms listed in DOW’s invoice for your order shall control in all instances, unless otherwise agreed to in writing by an officer of DOW. No orders submitted by you will be considered final until accepted by DOW and processed to an invoice. DOW is under no obligation to accept any order submitted by you.

GOVERNING LAW; VENUE; JURISDICTION: The Terms & Conditions of your Account and any claims arising under it shall be governed by the laws, both substantive and procedural, of the State of Florida and exclusive venue shall be in Hillsborough County, Florida. You expressly consent to the jurisdiction of the Courts of the State of Florida. Should you have any other Agreement with DOW, DOW, at its sole discretion, may invoke any dispute resolution clause contained therein as the mechanism to resolve any claims arising hereunder relating to your Account.

WAIVER OF JURY TRIAL: You waive all rights you may have to a trial by jury of any claims relating to your Account and the Terms & Conditions of your Account.

ASSIGNMENT: You agree that we may sell, assign or transfer our rights to your Account without written notice. You may not sell, assign, participate or transfer your rights to your Account without our prior written consent.

ELECTRONIC TRANSACTIONS; FAXES: You expressly consent to: (A) conduct transactions by electronic means; and (B) receive telephone solicitations, facsimile transmittals, e-mails, or web-site postings from DOW, including those that are unsolicited, which contain unsolicited advertisements.

DOW NOTICES TO YOU: All notices DOW is to give you pursuant to these Terms & Conditions or related to your DOW Account shall be in writing and sent by: (A) first class certified mail, postage prepaid; or (B) overnight courier service, charges prepaid; or (C) facsimile transmission; or (D) email to you at the principal contact email you provide when establishing your DOW account; or (E) any method of mass communication reasonably directed to DOW’s customer base, including, without limitation, email blast, web site home page notice, or otherwise posting on DOW’s web site, and the sending of such notice shall constitute providing appropriate notice to you. It shall be your sole responsibility to keep yourself informed of all notices, changes, or other information set forth in any mail, e-mail, or posting on DOW’S customer web site sent or otherwise directed to you. MODIFICATION TO THE TERMS & CONDITIONS: DOW may, at any time in its sole discretion, change, alter, delete, add or otherwise modify these Terms & Conditions upon notice to you (a “Modification”). Your continued maintenance of your DOW Account and purchasing of Products following receipt of notice of a Modification will constitute your binding acceptance of the Modification. If any such Modification is material and unacceptable to you, you acknowledge and agree that your sole and exclusive remedy is to cancel your DOW Account, cease purchasing Products, and DOW shall have no liability whatsoever for any such Modification for which you decided to cancel your DOW Account. Your cancellation of your DOW account does not relieve you of any Account or contractual obligations you owe DOW, including without limitation, paying in full your Account balance.