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GOODS AND SERVICES SOLD BY ASSIST DESIGN, LLC OR ITS SUBSIDIARIES ("ASSIST DESIGN") ARE EXPRESSLY
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH BELOW. ANY DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS
IN BUYER'S PURCHASE ORDER OR SIMILAR COMMUNICATION ARE OBJECTED TO AND SHALL NOT BE BINDING ON ASSIST
DESIGN UNLESS AGREED TO IN WRITING BY AN ASSIST DESIGN OFFICER. BUYER'S ACCEPTANCE OF SHIPMENT OR
PERFORMANCE AND/OR PAYMENT FOR THE GOODS OR SERVICES CONSTITUTES ACCEPTANCE OF ASSIST DESIGN'S TERMS
AND CONDITIONS.
PRICE
Prices in effect at time of shipment of goods or performance of services shall prevail. All prices
quoted by ASSIST DESIGN are subject to change without notice. Prices do not include any present or
future sales, use, excise, shipping, value-added or similar taxes and, where applicable, such taxes
shall be billed as a separate item and paid by Buyer. A standard shipping charge is applied to each
invoice for goods to cover the material preparation, packaging, freight and/or any additional costs
associated with each shipment based on the value and/or weight of the shipment. Additional charges
for local delivery may also apply.
PAYMENT TERMS
New Accounts: Fifty percent (50%) of the quoted price, without setoff or deduction, is
due at time of order placement (down payment), the remaining balance is due upon delivery (C.O.D.).
Approved Repeat Accounts: Unless otherwise agreed in writing, down payment due at time
of order placement is contingent upon dollar value of order with any/all remaining balance due thirty
(30) days net, without setoff or deduction, from date invoice was mailed or goods are delivered,
whichever is earliest, if Buyer's credit has been approved prior to sale. A late payment
charge of 1 1/2% per month (an annual percentage rate of 18%) shall be charged on all past
due accounts and Buyer shall pay ASSIST DESIGN all costs incurred by it in collecting any past due account
from Buyer, including, but not limited to, all court costs and attorney's fees. However, if the foregoing
charges exceed that rate which is the maximum permitted by law, then such charges shall be calculated to be
the highest allowable lawful rate. The remittance portion of the invoice shall accompany payment.
Alternatively, payments and other adjustments must reference the invoice number to assure proper credit.
Payment Funds: All payments are to be in United States funds, drawn on United States banks, and
can be in the form of company check, cashier's check, money order, wire transfer, or credit card.
CREDIT BALANCE
Any credit balance issued will be applied within one (1) year of its issuance. IF NOT APPLIED WITHIN
ONE (1) YEAR, THE BALANCE REMAINING SHALL BE CANCELLED, AND ASSIST DESIGN SHALL HAVE NO FURTHER
LIABILITY EXCEPT AS REQUIRED BY APPLICABLE LAW.
DELIVERY
Unless otherwise noted, all sales of goods are made f.o.b. point of shipment and, in all cases,
title shall pass upon delivery to the carrier at point of shipment and thereafter all risk of loss
or damage shall be upon Buyer. Delivery dates given in advance of actual shipment of goods or
performance of services are estimates and shall not be deemed to represent fixed or guaranteed
delivery dates.
TAXES, DUTIES, ETC.
The buyer shall pay all duties and sales, excise, use or other taxes arising in connection with
buyers transaction (other than taxes based solely on ASSIST DESIGN's taxable income).
WARRANTIES
Goods are sold only with such warranties as may be extended by the manufacturer of the product.
Services performed by third parties are subject only to those warranties extended by such third
parties.
ASSIST DESIGN MAKES NO WARRANTY AND ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS ARE HEREBY EXCLUDED. Buyer is responsible for installation and use in accordance with
manufacturer's instructions. ASSIST DESIGN personnel are not authorized to alter this policy.
LIMITATION OF LIABILITY
ASSIST DESIGN's liability on any claim for loss or damage arising out of this contract or from the
performance or breach thereof, or connected with any goods or services supplied hereunder, or the
sale, resale, operation or use of goods, whether based on contract, warranty, tort (including
negligence) or other grounds, shall not exceed the price allocable to such goods or services or part
thereof involved in the claim, REGARDLESS OF CAUSE OR FAULT. This limitation of liability reflects a
deliberate and bargained-for allocation of risks between ASSIST DESIGN and Buyer and constitutes the
basis of the parties' bargain, without which ASSIST DESIGN would not have agreed to the price or
terms of this contract. ASSIST DESIGN shall not under any circumstances, be liable for any labor
charges without its prior written consent. ASSIST DESIGN SHALL NOT IN ANY EVENT BE LIABLE whether as
a result of breach of contract, warranty, tort (including negligence) or other grounds FOR INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES including, but not limited to, loss of profits or revenue, loss of
use of goods or associated products, cost of capital, cost of substitute products, facilities or
services, downtime costs, or claims of customers of Buyer for such damage. If ASSIST DESIGN furnishes
Buyer with advice or other assistance regarding any goods or services supplied hereunder, or any
system or equipment in which any such goods may be installed, and which is not required pursuant to
this contract, the furnishing of the advice or assistance will not subject ASSIST DESIGN to any
liability, whether based on contract, warranty, tort (including negligence) or other grounds.
SUBSTITUTIONS / INTERCHANGEABILITY
Unless specifically restricted on a purchase order, ASSIST DESIGN reserves the right to interchange
an equivalent available product in place of the product ordered where the interchangeability of the
product is based on fit, form, and function.
NUCLEAR OR OTHER HAZARDOUS ACTIVITIES
Unless specifically agreed to in writing by an authorized officer of ASSIST DESIGN, goods sold
hereunder are not intended for use in connection with any nuclear facility or any other application
or hazardous activity where failure of a single component could cause substantial harm to persons or
property. If so used, ASSIST DESIGN disclaims any and all liability for any nuclear damage,
contamination or other damage or injury and Buyer shall indemnify and hold ASSIST DESIGN harmless
from such liability whether as a result of breach of contract, warranty, tort (including negligence)
or other grounds. ASSIST DESIGN and its suppliers shall not be liable to Buyer or its insurers based
on contract, warranty, tort (including negligence), or other grounds for onsite damage to property
located at a nuclear facility.
CANCELLATION AND RETURNS
Buyer may cancel an order by mutual agreement based upon payment to ASSIST DESIGN of reasonable and
proper cancellation charges. Goods shall not be returned by Buyer without ASSIST DESIGN's prior
written authorization and payment by Buyer of a minimum restocking charge of 15%. Authorized returns
shall be returned at Buyer's sole expense, freight prepaid. There are NO returns of special order or
made-to-order items. No returns shall be accepted following 60 days after delivery. No credit will
be issued for shipping charges or other special expenses.
SHORTAGE / OVERAGES
All shortages and/or overages must be identified within 14 days of the date of shipment.
FORCE MAJEURE
ASSIST DESIGN shall not be liable for failure to deliver or for delay in delivery or performance
due to: (i) a cause beyond its reasonable control; (ii) an act of God, act or omission of Buyer,
act of civil or military authority, governmental priority or other allocation or control, fire,
strike or other labor difficulty, riot or other civil disturbance, insolvency or other inability to
perform by the manufacturer, delay in transportation; or, (iii) any other commercial impracticability.
If such a delay occurs, delivery or performance shall be extended for a period equal to the time lost
by reason of delay.
UNITED STATES EXPORT LAWS
Goods that are offered for sale by ASSIST DESIGN may be subject to United States laws restricting the export and
reexport of certain sensitive products and technology. These laws include export regulations administered
by the United States Department of Commerce and the United States Department of State as well as economic and trade sanctions
programs administered by the United States Department of Treasury (collectively, “ United States Export Laws ” ). By receiving
these goods the buyer agrees it is legally responsible for using or distributing these goods in compliance
with United States Export Laws and that it will comply with these laws, including not selling or distributing the goods
to prohibited parties or end users as described in the United States Export Laws and obtaining all necessary export
licenses or approvals that may be required if the buyer sells or exports the goods to parties or countries
for which a license or approval is required. ASSIST DESIGN reserves the right to stop shipping or providing goods
if the buyer appears on a restricted party list or if shipment requires an export license or otherwise becomes
restricted by United States law.
CHANGE IN BUYER’S FINANCIAL CONDITION
ASSIST DESIGN reserves the right by written notice to cancel any order or require full or partial
payment or adequate assurance of performance from Buyer without liability to ASSIST DESIGN in the
event of: (i) Buyer's insolvency, (ii) the filing of a voluntary petition in bankruptcy by Buyer,
(iii) the appointment of a receiver or trustee for Buyer, or (iv) the execution by Buyer of an
assignment for the benefit of creditors. ASSIST DESIGN reserves the right to suspend its performance
until payment or adequate assurance of performance has been received. ASSIST DESIGN also reserves
the right to cancel Buyer's credit at any time for any reason. Buyer, in order to provide security
for the payment of the full price of goods furnished hereunder, grants ASSIST DESIGN a security
interest in the goods and the proceeds thereof. Title to the goods shall remain in ASSIST DESIGN,
and goods furnished by ASSIST DESIGN shall not become a fixture by reason of being attached to real
estate, until paid in full. Buyer agrees to execute any documents or furnish information necessary
to perfect this security interest. A copy of the invoice may be filed at any time as a financing
and/or chattel mortgage, in order to perfect ASSIST DESIGN's security interest.
ASSIGNMENT OF DELEGATION
Buyer shall not assign or delegate any or all of its duties or rights hereunder without ASSIST
DESIGN’s prior written consent.
WAIVER, CHOICE OF LAW, AND DISPUTE RESOLUTION
The failure of either party to assert a right hereunder or to insist upon compliance with any term
or condition will not constitute a waiver of that right or excuse any subsequent nonperformance of
any such term or condition by the other party. All transactions shall be governed by the laws of
the State of Oregon, United States of America, excluding conflict of law rules. Any dispute arising
out of or relating to transactions hereunder shall be settled by binding arbitration in Portland,
Oregon under Oregon law administered by the American Arbitration Association under its Commercial
Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court
having jurisdiction thereof. The arbitrators will have the powers a state court judge would have had
if the matter had been filed in such court, including equitable powers, except for the power to award
punitive damages, which they shall not have. Actions by ASSIST DESIGN for nonpayment by Buyer of the
purchase price of goods or services sold, may be brought by ASSIST DESIGN, at ASSIST DESIGN's option,
before any court of competent jurisdiction in Multnomah County, Oregon and to the extent permitted by
applicable law. Trial by jury is hereby waived. The provisions of the United Nations Convention on
Contracts for the International Sale of Goods shall not apply.
GENERAL
All orders are subject to acceptance by ASSIST DESIGN. Any representation, affirmation of fact and
course of dealing, promise or condition in connection therewith or usage of trade not incorporated
herein, shall not be binding on either party. If any provision hereof shall be unenforceable, invalid
or void for any reason, such provision shall be automatically voided and shall not be part of this
agreement and the enforceability or validity of the remaining provisions shall not be affected thereby.
SPECIAL TOOLS
Unless specifically agreed in writing by ASSIST DESIGN, and unless paid for by Buyer as shown on the
invoice, all special tools, dies, jigs, patterns, machinery and/or equipment needed by ASSIST DESIGN
for the performance of this sale are, and shall remain, the property of ASSIST DESIGN.
ENGLISH LANGUAGE
All documents, notices and legal proceedings executed, given or instituted pursuant to or relating directly
hereto shall be in the English language, and the meaning of all words and phrases shall be defined,
construed and interpreted in the English language.
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