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Terms and Conditions of Sale
and/or Service
These terms and conditions of sales and/or service are the terms and conditions upon which
Belka Paper and its U.S. subsidiaries (together "BP") make all sales.
BP will not accept any other terms and conditions of sale and/or service unless Buyer and
BP have executed a master contract which specifically supersedes and replaces these terms and conditions. Acceptance of all purchase orders is expressly made conditional upon Buyer's assent, expressed or implied, to the terms and conditions set forth herein without modification or addition.
1. ACCEPTANCE
Buyer's acceptance of these terms and conditions shall be indicated by any of the following, whichever first occurs: (a) Buyer's making of an offer to purchase Product from
BP; (b) Buyer's written acknowledgment hereof; (c) Buyer's acceptance of any shipment of any part of the items specified for delivery (the "Products"); or (d) any other act or expression of acceptance by Buyer.
BP's acceptance is expressly limited to the terms and conditions hereof in their entirety without addition, modification or exception, and any term, condition or proposals hereafter submitted by Buyer (whether oral or in writing) which is inconsistent with or in addition to the terms and conditions set forth hereon is objected to and is hereby rejected by
BP. BP's silence or failure to respond to any such subsequent or different term, condition or proposal shall not be deemed to be
BP's acceptance or approval thereof.
2. DELIVERY
Unless otherwise agreed in writing, delivery shall be made in accordance with
BP's shipping policy in effect on the date of shipment. BP reserves the right to substitute carrier and/or shipping method so long as the substitution provide the same or better delivery date. For all domestic transactions, unless otherwise stated on the front of the invoice, title to, and all risk of loss or damage with respect to the Products shall pass to Buyer upon delivery by
BP to the carrier or Buyer's representative at BP's warehouse or plant. For all international transactions, the Product shall be sold on a delivered, insurance-paid, duty- and international freight unpaid basis.
BP assumes no responsibility for charges attendant to customs clearance in the country of delivery, customs duty, VAT or any other charges or taxes within the country designated for delivery by the Buyer. Title and risk of loss shall pass to the Buyer upon delivery to the port designated by the Buyer and prior to Customs clearance. Delivery is subject to the payment provisions set forth herein and to
BP's receipt from Buyer of all necessary information and documentation from Buyer including all import certificates, exemption and/or resale certificates, licenses and other documents as may be required from Buyer for export of the Product. Buyer shall promptly notify
BP, in no event later than five (5) business days after delivery, of any claimed shortages or rejection as to any delivery. Such notice shall be in writing and shall be reasonably detailed, stating the grounds for any such rejection. Failure to give any such notice within such time shall be deemed an acceptance in full of any such delivery. If Buyer refuses the shipment of goods from
BP or returns the goods to BP without BP’ s prior authorization, Buyer agrees to relinquish all right and title to and waives all claims against
BP for credit related to such Products. BP shall not be liable for any shipment delays beyond the reasonable control of
BP which affect BP or any of BP's suppliers, including, but not limited to, delays caused by unavailability or shortages of Products from
BP's suppliers; natural disasters, acts of war; acts or omissions of Buyer; fire, strike, riot, or governmental interference; unavailability or shortage of materials, labor, fuel or power through normal commercial channels at customary and reasonable rates; failure or destruction of plant or equipment arising from any cause whatsoever; or transport failures.
3. PRICE AND PAYMENT
Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes) as well as import or custom duties; license fees and similar charges, however designated or levied on the sale of the Products (or the delivery thereof) or measured by the purchase price paid for the Products.
(BP's prices set forth on the front side of the invoice do not include such taxes, fees, and charges.) Exemption certificates must be presented prior to shipment if they are to be honored. Terms of payment are within
BP's sole discretion, and, unless otherwise agreed to by BP, payment must be received by
BP prior to BP's acceptance of an order. Payment for the products shall be made by credit card, wire transfer, or some other prearranged payment method unless credit terms have been agreed to by
BP. BP may invoice parts of an order separately. Orders are not binding upon
BP until accepted by BP. If order is cancelled a Buyer agrees to pay a cancellation fee that may apply, shipping and handling charges are not refundable. All unpaid invoices shall bear interest at an amount equal to 1-1/2% of the outstanding balance per month (or the maximum rate of interest allowed to be contracted for by law, whichever is less), commencing upon the date payment is due. Buyer's failure to make timely payment may result in such action as commencement of proceedings for collection, revocation of credit, stoppage of shipment, delay or cessation of future deliveries, repossession of unpaid delivered goods and termination of any one or more sales agreements. If a check is returned due to insufficient funds or other reasons or in the event of credit card charge dispute or reversal the Buyer agrees to pay a thirty five dollar handling fee per occurrence. Notwithstanding any "net" payment provisions specified on the invoice,
BP shall have no continuing obligation to deliver Products on credit, and any credit approval may be withdrawn by
BP at any time and without prior notice. BP retains (and Buyer grants to BP
by submitting a purchase order) a security interest in the Products to secure payment in full and compliance with all sales agreements, and Buyer agrees to execute any additional documents necessary to perfect such security interest. In the event Buyer defaults and does not pay outstanding
balance(s) within thirty days from a date of a BP notice that informs Buyer that the money are due, Buyer agrees to pay a default fee of seven hundred and fifty dollars to
BP. In the event BP files a claim againts the Buyer in a court of law for the purpose of
collecting unpaid balances or places account with a collection agency, the Buyer agrees to pay seven hundred and fifty dollars to cover
BP's costs and any and all costs associated with such action if the costs exceed seven hundred and fifty dollars, including without limitation, attorney's fees, collection agency fees and costs incurred prior to, during, or subsequent to trial, and including, without limitation, collection, bankruptcy, or other creditor's rights proceedings. In the event the sales invoice shall be placed by
BP in the hands of an attorney or a collection agency for the purpose of collection, with or without litigation, or for the collecting unpaid balances, the Buyer agrees to pay any and all costs associated with such placement, including without limitation, attorney's fees, collection agency fees and costs incurred prior to, during, or subsequent to trial, and including, without limitation, collection, bankruptcy, or other creditor's rights proceedings. If a sale is to occur, or the Product is to be shipped outside of the United States, Buyer acknowledges and agrees that the amount due
BP is contracted in U.S. dollars and that payment in U.S. dollars is of the essence. Any payment by Buyer in local currency or the receipt by
BP of local currency as a consequence of enforcement procedures against Buyer will be deemed an authorization for
BP to use that local currency to purchase U.S. dollars or, if such purchase is prohibited by local law, an authorization to purchase appropriate bonds or other instruments and export them from the Buyer's country in order to convert the currency into U.S. dollar and apply the proceeds to the payment of any amounts owed to
BP by the Buyer. Any deficiency as a result of conversion of payment into U.S. dollars shall be the responsibility of the Buyer.
4. PRODUCT RETURNS
Buyer must obtain a valid Return Material Authorization ("RMA") number from
BP for all returns. Buyer must provide its order number and all other information as required by
BP for all returns. RMAs are valid for twenty (20) calendar days from the date of issuance. Buyer must allow for in-transit time for Products to be returned to
BP, as BP must physically receive Products within the twenty (20) calendar days. Product bundles that include specialized software can not be
returned. Chips, sold either individually or bundled, cannot be returned. In the event product claimed defective by the Buyer found to be functioning properly and/or ink, film, ribbon or toner has been used in excess of thirty percent of the original capacity and/or malfunctioning due to low level of ink, film, ribbon or toner Buyer agrees to pay
BP for labor and material associated with processing of
claim(s), testing and examining product(s) as well as all costs of replacing the
product(s) including shipping. Custom orders are not returnable. A Custom order is an item that we do not stock and that is special ordered for each customer. Sale of custom order items are final sales; merchandise is not returnable or exchangeable. The cost of lcd alarm-clock is twenty nine dollars. Buyer is responsible for ensuring that the RMA number is clearly visible on the address label of the Product packaging when it is returned to
BP. BP will refuse delivery of any boxes without a valid, clearly visible RMA number as noted above. Return of Products purchased hereunder, whether for stock balancing purposes or because such Products are claimed to be defective, shall be governed by
BP's Product Return policies as set forth in BP's Catalog in effect on the date of the invoice, or as otherwise provided by
BP to Buyer in writing. BP reserves the right to modify or eliminate such policies at any time. Although
BP's policies may permit Buyer to return Products claimed to be defective under certain circumstances,
BP makes no representations or warranties of any kind with respect to the Products.
BP HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED AS TO THE PRODUCTS INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
BP WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST, OR EXPENSE FOR BREACH OF WARRANTY. The right to return defective Products, as previously described, shall constitute
BP's sole liability and Buyer's exclusive remedy in connection with any claim of any kind relating to the quality, condition, or performance of any Product, whether such claim is based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose or otherwise. Notwithstanding anything to the contrary,
BP reserves the right not to authorize the return of Products that are no longer in production or are being produced or published by a manufacturer or publisher that
(i) is insolvent, (ii) has declared bankruptcy, or (iii) will not accept returns from
BP. In the event BP issues a return authorization to Buyer allowing Buyer to return Product to
BP, Buyer will deliver the Product to BP's address in the United States, if so required by
BP, and Buyer shall bear all applicable federal, state, municipal and other government taxes (such as sales, use and similar taxes) as well as import or customs duties, license fees and similar charges, however designated or levied, on any replacement Product to be shipped by
BP to Buyer.
5. LIMITATION OF LIABILITY
BP SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE AGREEMENT TO SELL PRODUCT TO BUYER OR THE PRODUCT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST DATA OR FOR ANY DAMAGES OR SUMS PAID BY BUYER TO THIRD PARTIES, EVEN IF
BP HAS BEEN ADVISED OF POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIM IS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE.
6. CONFIDENTIALITY
Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to Buyer by
BP pertaining to or as part of transactions governed by these terms and conditions. Buyer agrees that the Confidential Information is to be considered confidential and proprietary to
BP and Buyer shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with
BP, and shall disclose it only to [applies only if Buyer is a company] its officers, directors, or employees with a specific need to know. Buyer will not disclose, publish or otherwise reveal any of the Confidential Information received from
BP to any other party whatsoever except with the specific prior written authorization of
BP. In the event Buyer discloses any
Confidential Information either directly or indirectly, Buyer agrees to compensate
BP, in the amount of not less than twenty five thousand dollars, plus reasonable attorney fees, for any economic loss (including loss of business, contracts, profits or anticipated profits, revenues, capital or anticipated savings), any indirect, special or consequential loss, loss of data, goodwill or reputation or for any wasted expense.
7. GENERAL
Buyer may not assign these Terms and Conditions or any interest herein without
BP's express prior written consent.
These terms and conditions shall constitute the final, complete and exclusive agreement of the parties with respect to all sales by
BP to Buyer and shall supercede all prior offers, negotiations, understandings, and agreements. Unless Buyer and
BP have executed a master contract which specifically supercedes and replaces the terms and conditions herein, it is expressly agreed that no prior or contemporaneous agreement or understanding, whether written or oral, shall contradict, modify, supplement, or explain the terms and conditions contained herein. No additional or different terms or conditions, whether material or immaterial, shall become a part of any sales agreement unless expressly accepted in writing by an authorized officer of
BP in the United States. Any waiver by BP of one or more of these terms and conditions or any defaults hereunder shall not constitute a waiver of the remaining terms and conditions or of any future defaults hereunder. No failure or delay by either party in exercising or enforcing any right hereunder shall operate as a waiver thereof or preclude any other exercise or enforcement of rights hereunder. Any provision of these terms and conditions that is prohibited or unenforceable under the laws of the State of Oregon shall be ineffective to the extend of such prohibition or unenforceability, without impairing or invalidating the remaining provisions of these terms and conditions.
These terms and conditions shall be deemed made in, and shall be governed by, the laws of the State of Oregon. The venue for any disputes and claims, including but not limited to defamation, libel and confidentiality claims, arising out of any sales agreement and/or related to any transactions between
BP and Buyer shall be, at BP's sole and exclusive option, Washington County, Oregon, or the courts with proper jurisdiction at the Buyer's location. ALL SALES TRANSACTIONS EXCLUDE THE APPLICATION OF THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALES OF GOODS, IF OTHERWISE APPLICABLE.
8. RESALE
A) Buyer shall comply with, and shall not act to contravene, applicable laws, codes, and regulations, including without limitation those relating to the licensing/control of, or prohibition against, shipment (including both export and re-export) to designated countries and/or entities.
B) Buyer recognizes that some Product sales are limited to a specific territory and shall not sell Products outside that territory. Such sales may constitute copyright or trademark infringement.
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