Terms and Conditions of Sale
Tarr Acquisition, LLC. DBA Tarr, LLC.
TERMS AND CONDITIONS OF SALE – (Electronic Provided Invoice)
- ACCEPTANCE. An invoice will constitute acceptance by Tarr, LLC (”Seller”) of the purchase order of the buyer named on the invoice (”Buyer”), subject to these Terms and Conditions. Buyer’s failure to otherwise notify Seller within five days of Buyer’s receipt of invoice and rejection of the terms and conditions will be deemed consent to any terms which are additional to or are different from those in Buyer’s purchase order. Any written quotation submitted by Seller includes these Terms and Conditions and must be accepted by Buyer within 30 days of issuance or within such shorter period as may be specified in the quotation. A written quotation will not become binding until and unless it is timely accepted by Buyer in writing and is approved by an officer of Seller. This document (whether pursuant to Buyer’s accepted purchase order or Seller’s accepted quotation) constitutes the final and complete agreement of the parties and supersedes all prior and contemporaneous communications, understandings and representations, oral or written except to the extent that Buyer is making the purchase on Credit – in which case the terms of any written credit agreement between Buyer and Seller will apply in addition to the terms herein. The agreements shall not be modified except by a writing signed by the authorized representatives of both parties.
- PRICES/TAXES/OTHER FEES. Prices listed or quoted are in US dollars and do not include any sales, value added, inventory, use, transportation or other taxes, fees or charges, which are the sole responsibility of Buyer. Taxes or other fees or charges now or hereafter imposed on the sale, delivery, transportation or proceeds of the goods or services will (except for Seller’s income taxes) be for the account of Buyer, and if paid (or required to be paid) by Seller, will be added to the price payable by Buyer. If Buyer is exempt from any tax or charge, it is Buyer’s duty to furnish Seller with an appropriate exemption certificate.
- PAYMENT TERMS. Payment terms for all goods and services are net 30 days, unless this is a CARDLOCK sale, in which case terms are net 15 days. On balances PAST DUE a FINANCE CHARGE of 1 1/2 % per month (”Periodic Rate”) (ANNUAL RATE OF 18%), or the highest rate allowed by law, WILL BE CHARGED. (Minimum 50¢.) Seller reserve the right to charge $25 for returned checks where permitted by law.
- SECURITY INTEREST. To secure payment of all amounts due, Buyer grants to Seller a security interest in the goods purchased, in the parts and accessories attached to them, and in the products and proceeds of them. At Seller’s request, Buyer will promptly sign financing statements and any other documents appropriate to perfect and/or continue the security interest. However, Seller may also require payment in full in advance of delivery or manufacture.
- DELIVERY. Shipping dates and delivery dates and times are estimates only and are not guaranteed by Seller. Seller may deliver at any reasonable time before or after any date specified by Buyer. Delivery terms are FOB Seller’s place of shipment, unless otherwise agreed in writing. Risk of loss and title will pass at place of shipment. Seller will package goods for shipment as it deems appropriate. Seller may deliver the goods all at one time or in portions. Seller’s breach in the delivery of any partial shipment will not give Buyer the right to refuse or receive any other shipment. All errors, clerical or otherwise, are subject to correction by Seller.
- DELAYS. Seller will be entitled to an extension of time for performance in the event of and to the extent of any cause or condition beyond Seller’s reasonable control, including fire or natural disaster, strike, riot, vandalism, governmental rule or order, transportation delay, inability to obtain competent labor or satisfactory quality or quantity of materials from usual sources or lack of complete data or incorrect data provided by Buyer. If Buyer is unable or fails for any reason to promptly take delivery of goods which Seller has notified Buyer are ready for shipment, then Seller’s storage costs will be added to the price payable by Buyer and will be immediately due and payable, and Buyer assumes all risk in connection with the same.
- INSTALLATION. Seller will not be responsible for installing or obtaining installation of any goods unless specifically otherwise agreed in writing.
- RETURNED GOODS. Seller may refuse the return of any goods from Buyer unless prior written authorization to return has been issued by Seller. Goods made or produced to Buyer’s specifications may not be returned under any conditions. Any goods accepted for exchange or credit will be subject to Seller’s standard restocking charge plus inbound and outbound transportation costs and/or other expenses incurred by Seller in the original sale and subsequent handling of the returned goods. Returned goods not accepted by Seller will be returned freight collect to Buyer.
- CANCELLATION. Seller may in its discretion permit Buyer to cancel orders for goods or services prior to performance upon written request, subject to Seller’s reasonable cancellation charges. However, orders for goods made or to be made to Buyer’s specifications may not be canceled, and orders for goods in transit may not be canceled.
- WARRANTY. Buyer takes all goods AS-IS from Seller. Seller makes NO WARRANTIES as to any goods. If any goods are covered by a manufacturer’s warranty, Seller will provide Buyer with information as how to contact said manufacturer. NO IMPLIED WARRANTIES. Seller makes NO IMPLIED WARRANTIES OF ANY KIND, AND SPECIFICALLY EXCLUDES ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ALL OR ANY OF THE GOODS. LIMITATION OF LIABILITY. SELLER WILL NOT BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SIMILAR DAMAGES ARISING FROM OR BASED ON THE SALE OR USE OF THE GOODS, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to Buyer.
- Costs and Attorney Fees: Buyer agrees to pay all collection costs, collection expenses, court costs and court expenses incurred by Seller to collect amounts owing, including collection agency fees and attorney fees incurred in the collection process, at arbitration, trial, on appeal, in any bankruptcy proceeding and in connection with the enforcement of the security interest granted under this Agreement.
- Governing Law; Jurisdiction: This agreement will be governed by and construed in accordance with the laws of the state of Oregon. Buyer consents to jurisdiction in the Oregon state and federal courts for any proceeding to enforce or interpret this agreement. Venue for any action or proceeding shall be exclusively in Multnomah County, Oregon.
- Severability: If any term or provision of this agreement or the application of it to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this agreement and the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable will not be affected, and each term or provision of this agreement will be valid and enforceable to the fullest extent permitted by law.
- Waiver of Breach: The waiver by either party of breach of any term or provision of this agreement will not be construed as a waiver of any subsequent breach of the same or any other term or provision by either party.