The supply and sale of goods by Anything Barcode is subject to the following standard terms and conditions unless expressly modified in writing by Anything Barcode and the Buyer (collectively the "Parties"). The final and entire agreement pertaining to the sale of goods to Buyer by Anything Barcode is set forth herein; any prior understandings, agreements, and representations, oral or written, shall be deemed superseded and merged in this contract. Any typographical, clerical, or other errors or omissions in any sales literature, catalogues, quotations, price lists, offers, invoices, manuals, or any other document issued by Anything Barcode shall be corrected without any liability to Anything Barcode. Agents and salespersons of Anything Barcode have no authority to make any representations not included herein. Anything Barcode hereby rejects any different or additional terms previously or hereafter proposed by the Buyer, none of which shall be effective unless embodied in writing signed by an authorized employee of Anything Barcode. Any preprinted terms on Buyer’s purchase order shall be given no force or effect and no terms of a purchase order that conflict with this Agreement shall be binding on Anything Barcode.
The goods and other items or services covered by these term and conditions shall be sold and invoiced at Anything Barcode's prices and charges in effect at the time of each shipment of goods. Anything Barcode reserves the right to change, without notice, the published list prices referenced on any purchase order or the face of this contract. Prices do not include sales, excise, use, value added or other taxes now in effect or hereafter levied by reason of this transaction. The Buyer shall pay all such taxes.
i. Terms of payment are within Anything Barcode's sole discretion, and unless otherwise agreed to by Anything Barcode, payment must be received by Anything Barcode prior to Anything Barcode's acceptance of an order. In all other circumstances payment terms are net thirty (30) days from the date of invoice. All payments must be made without set-off, counterclaim, withholding or other deduction. Anything Barcode reserves the right to require alternative payment terms, including, without limitation Sight Draft, Letter of Credit, or Payment in Advance. If shipments are delayed or rescheduled by the Buyer, payment shall be made based on the contract price and percentage of completion. Buyer shall be liable for the price of all products substantially conforming to the contract, notwithstanding that the Buyer may not have accepted, or may have revoked acceptance of those products.
ii. If payment is not received by the due date, a service charge will be added at the rate of 1.5% per month (18% per year) or the maximum legal rate, whichever is less, to unpaid invoices from the due date thereof.
iii. Remittances will be received by a bank simply as clearing agency. The receiving bank has no authority to determine whether the amount remitted constitutes payment in full. Remittances marked to indicate payment in full will be deposited by the bank notwithstanding such markings and such deposit shall not indicate Anything Barcode’s acceptance of the remittance as payment in full unless the remittance actually constitutes payment of all sums owed.
Anything Barcode may, at any time, and in its sole discretion, limit or cancel Buyer’s credit as to time and amount and as a consequence may (1) demand payment in cash before delivery of any unfilled portion of this contract; and (2) demand assurance of Buyer's due performance. Upon making such demand, Anything Barcode may suspend production, shipment, and/or deliveries. If, within the period stated in such demand, but in no event longer than 30 (thirty) days, the Buyer fails to agree and comply with such different payment terms, and/or fails to give adequate assurance of due performance, Anything Barcode may (a) by notice to Buyer, treat such failure or refusal as a repudiation by the Buyer of the portion of the contract not then fully performed, whereupon Anything Barcode may cancel all further deliveries and any amounts unpaid hereunder shall immediately become due and payable; or (b) make shipments under reservation of a security interest and demand payment against tender of documents of title. If Anything Barcode retains a collection agency and/or attorney to collect overdue amounts, all collection costs, including attorney's fees, shall be payable by the Buyer. Buyer hereby represents to Anything Barcode that the Buyer is now solvent and agrees that each acceptance of delivery of the goods sold hereunder shall constitute reaffirmation of this representation at such time.
Anything Barcode may make delivery in installments and may render a separate invoice for each installment, which shall be paid when due, without regard to subsequent deliveries. Each installment shall be deemed a separate sale. Delay in delivery of any installment shall not relieve the Buyer of its obligation to accept delivery of remaining installments. Any delivery not in dispute shall be paid for on its due date, as provided in this contract, without offset defense or counterclaim and regardless of controversies relating to other deliveries or undelivered products.
Shipment shall be Ex Works (EXW) place of shipment. Title to each shipment of the goods sold hereunder and risk of loss thereon shall pass to the Buyer when Anything Barcode or its agent delivers such shipment to a common carrier or licensed trucker consigned to the Buyer, or his agent, but such shipment shall remain subject to Anything Barcode's rights of stoppage in transit and of reclamation. If a strike, embargo, governmental action, or any other cause beyond Anything Barcode's control prevents shipment or delivery to Buyer or his agent, or if shipping instructions for any shipment are not received before shipment date, or if payment is to be made on or before delivery, title and risk of loss shall pass to Buyer as soon as the shipment has been set aside by Anything Barcode and invoiced to Buyer (subject to Anything Barcode's rights as an unpaid supplier) and payment shall be made in accordance with invoice as though the goods had been shipped and accepted by Buyer and Anything Barcode shall be under no duty to carry insurance thereafter.
i. Buyer or Buyer's agent may inspect the goods upon arrival at Buyer’s location. Buyer shall accept any tender of the goods by Anything Barcode which substantially conform to the description of the goods set forth herein.
ii. Buyer shall be deemed to have accepted any product and Buyer's right to cancel, reject, or claim any damages for breach of warranty or breach of Anything Barcode's obligation under this contract shall cease, unless Buyer gives Anything Barcode notice in writing of Anything Barcode's breach: (a) in the case of defects discoverable through inspection, 14 (fourteen) days after arrival of the shipment or (b) in the case of defects not discoverable through inspection, 30 (thirty) days after invoice date.
iii. In the case of nonconforming goods, Buyer shall immediately notify Anything Barcode whether Buyer will continue to accept similarly nonconforming goods. Acceptance of any nonconforming goods shall constitute a waiver by Buyer of specification requirements for said goods.
iv. In any event, when the product shall have been altered from its original state, Buyer shall be deemed to have accepted the product. Buyer's acceptance of goods tendered under this contract shall be final and irrevocable.
Anything Barcode will use every reasonable effort to effect shipment on or before the date indicated. Anything Barcode shall not be liable, directly or indirectly, for any delay or failure in performance or delivery or inability to perform or delivery where such delay, failure, or inability arises or results from any cause beyond Anything Barcode's control or beyond the control of Anything Barcode's suppliers or contractors, including, but not limited to, strike, boycott, or other labor disputes, embargo, governmental regulation, inability or delay in obtaining materials. In no event shall Anything Barcode, in the event of delays, or otherwise, be liable to the Buyer or any third parties for any consequential, special, or contingent damages. In the event of any such delay or failure in performance, Anything Barcode shall have such additional time within which to perform its obligations hereunder as may reasonably be necessary under the circumstances; and Anything Barcode shall also have the right, to the extent necessary in Anything Barcode's reasonable judgment, to apportion fairly among its various Buyers in such manner as Anything Barcode may consider equitable, the goods then available for delivery. If, as a result of any such contingency, Anything Barcode is unable to perform this contract in whole or in part, then to the extent that it is unable to perform, the contract shall be deemed terminated without liability to either party but shall remain in effect as to the unaffected portion of the contract, if any.
If Buyer fails, with or without cause, to furnish Anything Barcode with specifications and/or instructions for, or refuses to accept deliveries of, any of the products sold under this contract, or is otherwise in default under or in repudiation of this contract or any other contract with Anything Barcode or fails to pay when due any invoice under this contract, then in addition to any and all remedies allowed by law, Anything Barcode without notice may (1) bill and declare due and payable all undelivered products under this or any other contract between Anything Barcode and the Buyer; and/or (2) defer shipment under this or any other contract between the Buyer and Anything Barcode until such default, breach, or repudiation is removed; and/or (3) may cancel any undelivered portion of this and/or any other contract in whole or in part (with Buyer remaining liable for damages).
This contract and Buyer's rights thereunder may not be assigned by the Buyer except with the prior written approval of Anything Barcode. Any assignment or transfer made in violation of the foregoing shall be void.
Waiver by Anything Barcode of any provision of this contract or of a breach by Buyer of any provision of this contract shall not be deemed a waiver of future compliance with this contract, and such provision, as well as all other provisions of this contract, shall remain in full force and effect.
Buyer shall not disclose any confidential information obtained from Anything Barcode, regarding Anything Barcode or Anything Barcode's goods or business. Should the Buyer disclose any such information, Anything Barcode shall be entitled to terminate immediately the relevant contract and to obtain a sum equal to the value of Buyer's total purchases from the preceding year.
All drawings, designs, patterns, documents, elements, models, software samples, technical information, advertising materials, and similar items given to the Buyer remain Anything Barcode's property and must be destroyed or returned on request. Buyer undertakes not to copy, reproduce, disclose to third parties by any means the foregoing materials and shall make its best efforts to keep them strictly confidential. Failure to comply with the foregoing provision shall entitle Anything Barcode to immediately terminate the relevant contract and to immediately suspend any order in course, even though related to separate contracts, and to claim damages.
These General Terms for the Sale of Goods shall be governed by and construed in accordance with the laws of the State of Oregon. Unless Parties expressly agree in writing upon an arbitration clause, Parties agree to submit all disputes arising out of or in connection with the contracts herein to the exclusive jurisdiction of the competent Court of the place where Anything Barcode has its registered office.
Parties expressly disclaim the application of the United Nations Convention for the International Sale of Goods.
i. Parties are responsible for all their own legal, accountancy or other costs and expenses incurred in the performance of their obligations arising from these General Terms for the Sale of Goods.
ii. The invalidity of any one of the provisions contained in the present General Terms for the Sale of Goods, or the invalidity of any provision contained in any other contractual document intended to regulate the relationships between Parties, shall not undermine the validity of any of the other conditions contained herein.