All sales by Oofos, Inc. and its affiliates (collectively “Oofos”) are subject to the following terms and conditions of sale. “Goods” refers to any products sold by Oofos and “Customer” refers to the person or entity purchasing Goods from Oofos.  

Agreement. All sales of Goods and any provision of services by Oofos to Customer are governed by and subject to these standard terms and conditions of sale, as they may be amended from time to time by Oofos, which form a binding agreement between Oofos and Customer (the “Agreement”). This Agreement incorporates by reference all additional terms and conditions stated in applicable price lists, product catalogs, order acknowledgments, electronic data interchange directives, the Internet Agreement, the Oofos engagement criteria for trading partners and sources and other documentation furnished by Oofos to Customer (“Additional Terms”). These standard terms and conditions govern in the event of any conflict or inconsistency with any Additional Terms. This Agreement is a complete and exclusive statement of the terms and conditions of the agreement between Oofos and Customer. Any changes to this Agreement are binding and enforceable only if made in writing and signed by an authorized officer for both parties. Oofos does not agree to and rejects any terms contained in Customer’s purchase orders or other documents that are additional to or different from these terms. Terms that are printed on or contained in a purchase order or other form prepared by Customer additional to, in conflict with or inconsistent with this Agreement shall be inapplicable and shall have no force or effect. If Customer has not otherwise agreed to these terms, Customer’s acceptance of delivery of, or full or partial payment for, the Goods will constitute Customer’s acceptance of these terms and conditions.  

Orders. Orders for Goods made by Customer shall be handled pursuant to Oofos’ then-current product order, shipment, and return procedures and system, which may be modified by OOFOS at any time in its sole and absolute discretion. OOFOS reserves the right to reject any orders, in whole or in part, for any reason. Customer will reimburse Oofos for all expenses and losses resulting from any Customer change or cancellation.  

Prices. The prices of Goods will be those prices published in the then current ordering system in effect on the date that Oofos accepts the order for the Goods sold, or as specifically agreed by the parties in writing.  Prices are subject to change without notice. Prices quoted are stated in U.S. Dollars and are exclusive of all taxes and charges of any kind, including without limitation, sales, excise, use and property taxes. Oofos will add all taxes and charges to the invoice and Customer agrees to pay all applicable taxes or charges levied by any tax authority, excluding any taxes based upon Oofos’s income. A handling fee of $5.00 per pair will be charged on all orders for five pairs or less.  

Payment Terms. Full payment for all Goods in U.S. Dollars is due in accordance with the terms and payment procedures stated in the order acknowledgment or invoice issued by Oofos to Customer. Discount terms for early cash payments or pre-book orders will apply only as specified in the invoice. Invoices not fully paid by the specified payment date are deemed overdue and unpaid balances will accrue interest at the rate specified in the applicable price list, or if no rate is specified, at the rate of two (2) percent above the prime rate published by the Wall Street Journal or at the highest rate permitted by law, if lower. Oofos will be entitled to suspend performance of any order or obligation to Customer until the Customer’s account is current. If at any time Oofos determines that Customer’s financial condition, payment practices or credit rating does not justify a sale on credit, Oofos may require advance payment (C.I.A.). Customer will reimburse Oofos for all expenses, including reasonable attorneys’ fees, incurred in the collection of any delinquent account or enforcing its rights under these terms and conditions.  

Title to Goods. Title to and risk of loss of the Goods will pass to Customer at the earliest of delivery of the Goods to the Customer or the carrier at the shipping point. Customer grants Oofos a security interest in the Goods and will keep the Goods properly stored, insured and identifiable as subject to Oofos's lien until full payment is made by Customer for the Goods. Oofos reserves the right to enter Customer's premises to repossess Goods for which payment is overdue. Notwithstanding the foregoing, Customer is entitled to sell the Goods and pass good title thereto to any unaffiliated third party; provided however, that such right will automatically cease if Customer becomes insolvent or if a petition in bankruptcy or receivership (or any similar legal or administrative proceeding)  is filed by or against Customer, if any trustee or receiver is appointed for assets of Customer, or if Customer makes an assignment for the benefit of creditors.  

Delivery and Delay. Oofos will deliver Goods to Customer FOB shipping point by the method of shipment and routing determined by Oofos, except as otherwise specifically agreed in writing between Oofos and Customer. Drop shipment orders shall be subject to Oofos’ then-current drop shipment terms and conditions.  Customer will pay Oofos for all delivery charges as established by Oofos and stated in the invoice. Shipments are subject to the standard limitations on loss or liability imposed by the carrier, except to the extent Customer submits an advance written request for higher loss coverage as available from the carrier at Customer's cost. Any Delivery dates specified in an order acknowledgment are estimates only and time is not of the essence. Oofos may deliver all the Goods at one time or in portions from time to time. All deliveries are subject to modifications or cancellation due to events beyond Oofos’s reasonable control, including acts of  God, compliance with any law, order, rule or regulation of any governmental or other authority, delay in transportation, labor disputes, strikes, pandemics, failure of equipment or systems, or shortages of any labor or materials or services ("force majeure"). If Oofos cannot finish and deliver the Goods on the estimated delivery date due to an event of force majeure or if Oofos has reasonably endeavored to deliver the Goods on the estimated delivery date, the estimated time of delivery will be extended accordingly and Oofos will not be liable for any loss of profit or property, or for any direct, indirect, special, incidental, consequential or other damages caused by any delay or failure to deliver. If Customer causes or requests a delay in the manufacture or delivery of any Goods, Customer will reimburse Oofos for all resulting damages, including without limitation, payment of reasonable storage expenses for the Goods during the period of delay or interruption.  

Retail Prices. Oofos recommends that Customer resell the Goods to the public at the retail prices quoted from time to time in the applicable catalog or recommended retail price list, excepting only genuine seasonal sales or other occasional promotions conducted by Customer. However, Customer shall determine the prices charged for Goods in its sole discretion. 

Credits and Chargebacks. Claims for credits and chargebacks will be considered by Oofos only if:  1) received by Oofos within sixty (60) days of ship date or reasonable delivery of the specific goods that are the subject of such claim, and 2) submitted to Oofos with a complete description identifying the specific goods and the reason that Customer is claiming such credit or chargeback. Credits and chargebacks may be denied by Oofos in Oofos’s sole discretion and, without limiting the foregoing, will be denied without review if not submitted within the sixty (60) day period with required descriptions.  

Permitted Sales. Customer is only permitted to resell the goods to end-users as “first quality” goods at retail locations approved by Oofos. Customer shall not sell to anyone a quantity of the Goods greater than that generally purchased by an individual for personal use. Customer is prohibited from selling any Goods at a retail location not approved by Oofos or to any party that Customer knows or has reason to suspect intends, directly or indirectly, to resell the Goods or transport the Goods elsewhere for resale. Resale or transshipment of Goods to an unauthorized location, to any  location outside of the United State, or to another business is prohibited. Customer shall immediately notify Oofos of any parties seeking Goods for resale or transport in violation of this Agreement. Customer is prohibited from promoting, advertising or selling any Goods through any direct to consumer or direct marketing method, Internet, social media, computer “web sites” or “home pages” (including, without limitation, Amazon.com or Amazon.ca, and/or other third party marketplaces such as website such as eBay, Rakuten, or Walmart Marketplace), social media shops, computer on-line transactions or similar technology developed in the future (collectively, “online channels”), except as specifically authorized in the Internet Agreement between Oofos and Customer. Oofos may withhold or revoke its consent to any of the above and suspend or cancel Customer’s order(s) for Goods at any time in its sole discretion for violations of the Internet Agreement. Specifically and without limitation, Goods sold to unauthorized persons or through unauthorized channels, including unauthorized online channels, shall not be eligible for certain promotions, services, and benefits, including, unless prohibited by law, coverage under OOFOS’s product warranties and return policies. Furthermore, to the extent allowed by law and without limitation to any other disclaimer, OOFOS expressly disclaims any and all warranties and conditions to unauthorized Goods; Goods which are sold via unauthorized Customers or unauthorized online channels; and Goods which are sold not in compliance with OOFOS’s quality control program or policies. Sales to or via in violation of this Agreement will render Customer as an unauthorized Customer, thereby voiding any and all product warranties as well as OOFOS’s product return policies. Customer shall comply with any and all applicable laws, rules, regulations and policies related to the advertising, sale and marketing of the Goods. These undertakings are essential terms of this agreement, the breach of which constitutes a total repudiation by such Customer of any and all agreements and understandings between Oofos and such Customer regarding the purchase and sale of products and may result in OOFOS’s immediate termination of Customer’s account, in addition to other remedies.  

Product Care & Quality Controls. Customer shall inspect the Goods upon receipt and during storage for damage, defects, broken seals, evidence of tampering or other nonconformance (collectively, “Defects” or “Defective Goods”).  Customer shall not sell any Goods that are expired. If any Defects are identified, Customer must not offer the Good for sale and must promptly report the Defects to OOFOS. Customer shall exercise due care in storing and handling the Goods, store the Goods in a cool, dry place, away from direct sunlight, extreme heat, and dampness, and in accordance with any additional storage guidelines specified by OOFOS from time to time. To ensure the safety and well-being of the end-users of the Goods, Customer shall cooperate with OOFOS with respect to any product recall or other consumer safety information dissemination effort.  Customer shall sell Goods in their original packaging, with all seals intact. Customer shall not sell or label the Goods as “used”, “open box” or any other similar descriptors. Relabeling, repackaging (including the separation of bundled products or the bundling of products), misbranding, adulterating, and other alterations are not permitted. Customer shall not tamper with, deface, or otherwise alter any batch code or other identifying information on Goods or packaging. Customer shall not remove or destroy any copyright notices, trademarks or other proprietary markings on the Goods, documentation, or other materials related to the Goods. Removing, translating, or modifying the contents of any label or literature accompanying the Goods is prohibited. Customer shall not advertise, market, display, or demonstrate non-OOFOS products together with the Goods in a manner that would create the impression that the non-OOFOS products are made by, endorsed by, or associated with OOFOS. Customer and Customer’s sales personnel shall familiarize themselves with the features of all Goods marketed for sale and must obtain sufficient Good knowledge to advise end-user customers on the selection and safe use of the Goods, as well as any applicable warranty or return policy. Customer must make itself available to respond to customer questions and concerns both before and after sale of the Goods and should endeavor to respond to customer inquiries promptly. Customer and Customer’s agents must represent the Goods in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of OOFOS. Customer agrees to cooperate fully with OOFOS in any investigation or evaluation of such matters. 

Warranty. The Goods will be subject to Oofos’ then current warranty and product return policy in place at the time such Goods are ordered, which shall be posted on Oofos.com (“Warranty Policy”). In accordance with the terms of the limited Warranty Policy, Oofos will repair or replace any Goods that are eligible for a warranty claim, provided that written notice of the Defect is received by Oofos in accordance with the Warranty Policy. If notice is not given within such period, any claim for breach of warranty shall be conclusively deemed to have been waived and Oofos shall not be liable under the Warranty Policy.  

Defective Goods Returns.  Prior return authorization from Oofos for Defective Goods (worn or unworn) is required, including in connection with a warranty claim.  If a return is approved, Oofos will authorize the return of saleable Goods and will forward Customer an authorization number. If requested by Oofos, Defective Goods should be shipped in cartons marked “DAMAGED” and if worn, also marked “WORN” and be marked with the applicable authorization number. Oofos will inspect returned Goods upon receipt and determine whether such Goods have a Defect. If inspection reveals no legitimate reason to issue credit, Oofos will inform Customer that there is “No Credit” and such Goods will be immediately disposed of unless: 1. Customer has specifically requested that all “No  Credit” Goods be returned to Customer, or 2. Customer has enclosed a note with the Goods requesting that specific Goods be returned if “no credit” can be allowed. Return of “No Credit” Goods shall be at Customer’s expense.  If Oofos’ inspection reveals a Defect in the Goods, Oofos will credit Customer’s account with the price initially charged for the Defective Goods plus the amount expended by Customer on freight.  

Stock Returns. All sales are final and no return of nondamaged Goods will be accepted without prior written authorization from Oofos. If Oofos determines that it erred on the quantity, style or other aspect regarding the initial shipment of Goods, Oofos will authorize the return of saleable Goods and will forward Customer an authorization number provided the request for return authorization is made within thirty (30) days of Customer’s receipt of the merchandise shipped in error. Upon receipt of authorized stock returns marked with the applicable authorization number, Oofos will credit Customer’s account with the price initially charged for the returned Goods plus the amount expended by Customer on freight, subject to a restocking fee which may be deducted from the credit if not caused by Oofos’s error. If Customer ships nondamaged merchandise to Oofos without first obtaining Oofos’s written authorization, such shipment will be refused by Oofos, returned to Customer at Customer’s expense and a $6.00 per pair handling fee and return freight will be charged to Customer.  

Return Goods Address. All authorized stock returns and all returns of Defective Goods must be shipped in compliance with Oofos’s returned goods procedure to an address communicated to Customer in writing and will not be accepted at any other location.  

Limitations on Warranty. Oofos’s liability for any defect in the Goods, whether based on contract, tort, warranty, strict liability, or any other theory, shall not exceed the purchase price of the defective Goods. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. IN PARTICULAR, THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE REMEDY OF REPAIR OR REPLACEMENT PROVIDED UNDER THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER REMEDIES. OOFOS SHALL HAVE NO LIABILITY TO THE CUSTOMER FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY NOT CAUSED BY NEGLIGENCE OF OOFOS, PROPERTY DAMAGE, LOST PROFITS OR OTHER ECONOMIC INJURY DUE TO ANY DEFECT IN THE GOODS OR ANY BREACH OF THIS AGREEMENT BY OOFOS. OOFOS SHALL NOT BE LIABLE TO THE CUSTOMER IN TORT FOR ANY DEFECT IN THE DESIGN OR MANUFACTURE OF THE GOODS. No representative, agent or dealer of Oofos has authority to modify, expand, or extend this Warranty, to waive any of the limitations or exclusions of this Warranty, or to make any different or additional warranties with respect to any Goods or services furnished by Oofos.  

Intellectual Property. Customer acknowledges Oofos’s ownership of all trademarks, service marks, copyrights, imprints, rights of publicity, patents, design patents, registered designs, industrial designs, trade dress, product design, trade secrets and other intangible rights relating to the Goods (collectively “Oofos Intellectual Property”) and acknowledges that Customer shall have no right, title or interest whatsoever in any Oofos Intellectual Property. Any use of Oofos Intellectual Property in the promotion or sale of Goods will inure to the sole benefit of Oofos, shall be subject to Oofos’s approval and shall strictly conform to sales and advertising guidelines as established from time to time by Oofos. Customer grants Oofos an irrevocable, unrestricted and fully paid license of any intellectual property (such as designs, copyrightable advertising or promotional materials) developed in connection with the Goods and agrees to provide, and obtain from all third parties, all assignments or “work for hire” certifications necessary to secure Oofos’s rights to all such intellectual property.  

Termination.  OOFOS reserves the right to terminate the Agreement in its sole discretion and at any time, in addition to all other available remedies that may be available. Upon termination, Customer will immediately lose its status as an authorized Customer and shall immediately cease (i) selling the Goods; (ii) acting in any manner that may reasonably give the impression that Customer is an authorized Customer or has any affiliation with OOFOS; and (iii) using any IP. 

Period of Limitations. No claim, suit or other proceeding may be brought by Customer for any breach of the foregoing Warranty by Oofos or in any way arising out of this Agreement or relating to the Goods after one (1) year from the date the cause of action accrues.  

Applicable Law. This Agreement between Oofos and Customer shall be considered to have been made in the State of Massachusetts, and it shall be governed by and interpreted according Massachusetts law, without giving effect to conflict of law principles. Any action arising out of or relating to the Agreement may be brought only in a federal  or state court in Boston, Massachusetts, having jurisdiction of the subject matter, and Customer irrevocably consents that such court shall have personal jurisdiction over Customer and waives any objection that the court is an inconvenient forum.  

Independent Contractor. Oofos is an independent contractor under this Agreement. Nothing in this Agreement shall be deemed to make Oofos or its employees or agents an employer, employee, partner or joint venturer of Customer.  

Miscellaneous. If any provision of this Agreement is invalid or unenforceable under any applicable law, the provision shall be ineffective to that extent and for the duration of the illegality, but the remaining provisions shall be unaffected. Customer shall not assign any of its rights nor delegate any of its obligations under this Agreement without the prior written consent of Oofos. This Agreement shall be binding upon and enforceable by and against Customer and Oofos, and their respective legal representatives, successors, and assigns.  

Oofos’s Rights. Oofos has all rights and remedies given to sellers by applicable law, and Oofos’s rights and remedies are cumulative and may be exercised from time to time by Oofos.  Notwithstanding anything to the contrary herein, if there is a breach or threatened breach the Agreement, it is agreed and understood that OOFOS will have no adequate remedy in money or other damages at law. Accordingly, OOFOS shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in the Agreement of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of the Agreement. No failure, refusal, neglect, delay, waiver, forbearance, or omission by OOFOS to exercise any right(s) herein shall constitute a waiver of any provision herein. 

Rev. 05/25