Terms of Sale
The sale of products and services ("Products") by Oregon RFID EU GmbH ("Oregon RFID EU") to a customer ("Customer") are subject to these terms and conditions ("Agreement") regardless of other terms or conditions in any purchase order, document, or other communication of Customer ("Order") or Oregon RFID EU's failure to object to such other terms. This Agreement may only be modified in writing signed by authorized representatives of both Oregon RFID EU and Customer.
Unless otherwise stated on the quote, Oregon RFID EU quotes are invitations to order and are subject to change at any time without notice. All Orders are subject to acceptance by Oregon RFID EU. Contracts between Customer and Oregon RFID EU are formed upon Oregon RFID EU's written acceptance, Electronic Data Interchange ("EDI") acknowledgment or execution of Customer's order and are subject to this Agreement. Customer may not change, cancel or reschedule without Oregon RFID EU's consent. Oregon RFID EU reserves the right to allocate the sale of products among its Customers.
Unless otherwise stated on Oregon RFID EU's proposal, quote or invoice, prices are for Products only and do not include taxes, freight, duties or any other charges or fees for additional services (collectively, "Additional Fees"). Unless otherwise stated on Oregon RFID EU's proposal, quote or invoice, Customer is responsible for any and all Additional Fees.
- TERMS OF PAYMENT
Payment is due as stated on Oregon RFID EU's invoice without offset or any deduction for withholding taxes or otherwise. On any past due invoice, Oregon RFID EU may charge interest from the payment due date to the date of payment at 18% per annum or the maximum amount allowed by applicable law, plus reasonable attorneys' fees and collection costs. At any time, Oregon RFID EU may change the terms of Customer's credit. Oregon RFID EU may apply payments to any of Customer's accounts. If Customer defaults on any payment, Oregon RFID EU may reschedule or cancel any outstanding delivery or Order and declare all outstanding invoices due and payable immediately.
Unless otherwise stated by Oregon RFID EU in writing, all Oregon RFID EU deliveries are EXW the manufacturer's warehouse (INCOTERMS 2010). Oregon RFID EU's delivery dates are estimates Oregon RFID EU is not liable for delays in delivery, for partial or early deliveries and Customer shall accept delivery. Customer may not cancel any other Orders based on delayed delivery of any part of an Order.
For all sales, title shall pass to Customer upon payment in full for the Product by Customer. In case of an onwards sale, Customer assigns all rights in the related receivables to Oregon RFID EU until Customer has made payment in full. Once the Product is processed or combined with other items (the "Processed Product"), Oregon RFID EU's retained title transfers to a share in the title in the Processed Product reflecting the value of the Product relative to the value of the Processed Product.
If required by law, Oregon RFID EU warrants that at the time of delivery, Products will conform to the specifications stated by the manufacturer in its published data sheet for the Products. All warranty claims shall be time-barred 12 months from the time of delivery of the non-conforming Products. Oregon RFID EU makes no other warranty, express or implied, such as warranty of merchantability, fitness for purpose or non-infringement. Customer's sole remedies for breach of Oregon RFID EU's warranty are, at Oregon RFID EU's choice: (i) repair of the Products; (ii) replacement of the Products; or (iii) refund of Customer's purchase price for the Products. Oregon RFID EU makes no representation or warranty with respect to Software and will have no liability in connection therewith. Software that is used in products is provided "AS IS" with no additional warranty.
- PRODUCT RETURN
Customer may return Products to Oregon RFID EU only with a return material authorization ("RMA") number issued by Oregon RFID EU.
(A) Returns for Visual Defect: Customer must notify Oregon RFID EU in writing of any damage to the outer packaging or the Products, shortage, or other discrepancy ("Visual Defect") within three business days after receipt of the shipment; otherwise, Customer is deemed to have accepted the Products.
(B) Returns for Product Warranty: Customer must notify Oregon RFID EU in writing stating the specific Product defect within the warranty period. Oregon RFID EU will only issue an RMA if the defect (either for Visual Defect or for Product Warranty) is created solely by Oregon RFID EU or the original manufacturer, and only if Customer meets the notice requirement. Oregon RFID EU will not grant RMAs for damage, shortage, or other discrepancy created by Customer, the carrier or freight provider, or any other third party. Upon receiving the RMA, Customer must return the Products to Oregon RFID EU in compliance with Oregon RFID EU's instructions in the RMA. Oregon RFID EU may assess all Products returned by Customer via RMA. If Oregon RFID EU determines such Products are not eligible for return, Oregon RFID EU will send such Products back to Customer on freight collect basis or hold such Products for Customer's collection and on account at Customer's expense.
- LIMITATION OF LIABILITY
Oregon RFID EU's liability to Customer is limited to Customer's direct damages up to an amount not exceeding the price of the Product at issue. Oregon RFID EU is not liable for and Customer is not entitled to any indirect, special, incidental or consequential damages (for example, loss of profits or revenue, loss of data, loss of use, rework, repair, manufacturing expense, costs of product recall, injury to reputation or loss of customers). To the extent Oregon RFID EU cannot lawfully disclaim any implied or statutory warranties, Customer's statutory rights are not affected by this limitation of liability.
- FORCES BEYOND OREGON RFID EU'S CONTROL
Oregon RFID EU is not liable for failure to fulfill its obligations under this Agreement due to causes beyond its reasonable control (for example, acts of nature, acts or omissions of Customer, operational disruptions, man-made or natural disasters, epidemic medical crises, materials or Product shortages, strikes, criminal acts, delays in delivery or transportation, or inability to obtain labor, materials or Products through regular sources).
- USE OF PRODUCTS
Customer shall comply with the manufacturer's Product specifications. Products are not authorized for use in life support systems, human implantation, nuclear facilities or any other application where Product failure could lead to loss of life or property damage. If Customer uses or sells the Products for use in such applications or fails to comply with the manufacturer's Product specifications, Customer acknowledges that such use, sale, or non-compliance is at Customer's sole risk. Customer shall indemnify, defend and hold Oregon RFID EU harmless from any claims based on: (i) Oregon RFID EU's compliance with Customer's designs, specifications, or instructions, (ii) modification of any Product by anyone other than Oregon RFID EU, or (iii) use of Products in combination with other products or in violation of this clause.
Certain Products and related technology sold by Oregon RFID EU are subject to export control regulations of the United States, the European Union, and/or other countries, excluding boycott laws ("Export Laws"). Customer shall comply with such Export Laws and obtain any license or permit required to transfer, export, re-export or import the Products and related technology. Customer shall not export or re-export the Products and related technology to any country or entity to which such export or re-export is prohibited, including any country or entity under sanction or embargoes administered by the United States, European Union or other countries. Customer shall not use the Products and related technology in relation to chemical, biological or nuclear weapons, rocket systems (including ballistic missile systems, space launch vehicles and sounding rockets) or unmanned air vehicles capable of delivering same, or in the development of any weapons of mass destruction.
- ELECTRONIC ORDERS
If any part of the purchase and sale of Products, including Customer's NCNR acknowledgment or demand forecast, uses EDI, Customer's internal portal, third party portal or any other electronic means ("Electronic Purchase Order"), this Agreement will continue to apply to the purchase and sale of Products between Customer and Oregon RFID EU. Customer's acceptance of Oregon RFID EU's acknowledgment request or Oregon RFID EU's specification of details with respect to Electronic Purchase Orders via writing, email or other EDI is binding to Customer.
- ENVIRONMENTAL COMPLIANCE
Where applicable, Customer is responsible for all obligations and liabilities under the European Union's (i) Waste Electrical and Electronic Equipment Directive (2012/19/EU), (ii) Packaging Waste Directive (94/62/EC) and (iii) Batteries Directive (2006/66/EC), all as amended and all related national implementing measures in force from time to time.
(A) This Agreement shall be governed, construed, and enforced in accordance with the laws of the country where the Oregon RFID EU entity that accepted Customer's Order ("Governing Country") is located without reference to the conflict of laws principles. The United Nations Convention for the International Sale of Goods shall not apply. The courts of the Governing Country shall have jurisdiction and venue over all controversies arising out of, or relating to, this Agreement.
(B) Customer may not assign this Agreement without Oregon RFID EU's prior written consent. Oregon RFID EU's affiliates may perform Oregon RFID EU's obligations under this Agreement. This Agreement is binding on successors and assigns.
(C) The unenforceability or invalidity of any of these terms or conditions will not affect the remainder of the terms or conditions.
(D) Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and user licenses, and Customer shall comply with such rights.
(E) Customer shall comply with all applicable laws, including anticorruption laws such as U.S. Foreign Corrupt Practices Act and UK Bribery Act.
(F) The parties agree that electronic signatures may be used and will be legally valid, effective, and enforceable.
(G) Product information (for example, statements or advice (technical or otherwise) advertisement content, and information related to a Product's specifications, features, export/import control classifications, uses or conformance with legal or other requirements) is provided by Oregon RFID EU on an "AS IS" basis and does not form a part of the properties of the Product. Oregon RFID EU makes no representation as to the accuracy or completeness of the Product information, and DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES UNDER ANY THEORY WITH RESPECT TO THE PRODUCT INFORMATION. All Product information is subject to change without notice. Oregon RFID EU is not responsible for typographical or other errors or omissions in Product information.
Last updated: July 2018