Terms and Conditions of Sale

All orders accepted by Lgi are, notwithstanding any contrary provision of any purchase order submitted to Lgi or any other document, subject to the following terms and conditions of sale. These terms and conditions (together with the order expressly accepted in writing by Lgi) constitute the entire agreement between Lgi and Customer with respect to this subject and there are no understandings, agreements or representations, expressed or implied, which are not contained herein. DESIGNATION: LGInternational, Inc. is designated herein as “Lgi.”

1. Acceptance. A copy of the quotation signed by an authorized representative of Lgi, a purchase order from the Customer and these terms will constitute a complete contract. If any conflict exists between the quotation signed by Lgi, the customer’s purchase order and these terms, the signed quotation and these terms shall take precedence. Lgi reserves the right to refuse any order even though it is received with the 30-day period from quotation date.

2. Purchase Orders. All purchase orders submitted to Lgi must set forth:

  1. An identification of the products ordered, including description and product code,
  2. Quantities,
  3. Unit price and total order price,
  4. Requested delivery dates, and
  5. Shipping instructions and shipping address.

3. Minimum Billing. $250 plus transportation charges

4. Delivery Terms. All deliveries of products pursuant to the order accepted will be at Lgi’s manufacturing facility in Portland, Oregon. All risk of damage to or loss or delay of products subject to the purchase order will pass to the issuer of the purchase order (for purposes of these terms “customer”) upon their placement on Lgi’s delivery dock or their release to a common carrier specified by the customer. The customer shall pay all freight costs and will insure each shipment of products subject to the purchase order for the full invoice value of such shipment. Such insurance will provide for full coverage from the time the risk of loss passes to customer as provided above until customer has paid Lgi for such products in full and will designate Lgi as an additional named insured. Lgi reserves all rights with respect to delivered products permitted by applicable law including, without limitation, the rights of rescission, repossession, resale and stoppage in transit until the full amount due hereunder from customer in respect of all delivered products has been paid.

5. Prices. The prices to be paid by customer for products will be the prices shown on specific custom quotations and/or those prices specified by Lgi in effect at the time of acceptance of customer’s purchase order by Lgi. All prices are as delivered at Lgi’s manufacturing facility as specified in Section 4, above. Prices are based on standards established by the National Association of Graphic and Product Identification Manufacturers, Inc. and Tag and Label Manufacturers Institute.

6. Payment Terms. All payments will be made in United States dollars. All amounts invoiced will be due and payable in full within thirty (30) days of the date of the commercial invoice. Any payment not received by Lgi by such date shall be considered overdue. All terms of sale shall be the delivery point specified in Section 4, above.

7. Overdue Payments. If any payment from customer to Lgi is be overdue (as defined in Section 6, above), a late fee at the rate of 11ž2 % per month (18% per annum) will be due and payable on all such overdue balances. Customer agrees to pay Lgi for any collection costs, including attorney’s fees whether or not suit, action or arbitration is commenced.

8. Taxes. Prices do not include any tariff regulations or taxes not in effect at this date. Prices do not include sales, excise taxes or applicable duties or tariffs, and if products are or become subject to such taxes, tariff regulation or any such other fees or charges, customer agrees to assume full responsibility therefor.

9. Acceptance of Products. Customer will conduct inspections of products as soon as practicable after delivery and to notify Lgi immediately of any defects or damage to delivered products. Lgi will not be liable for any product defect or damage unless Lgi has received notice and substantiating evidence from customer within 30 days of arrival of products at the customer-designated shipping address and a Material Authorization Number has been issued by Lgi. If the substantiating evidence provided by customer demonstrates that such defect or damage existed at the time of delivery of the products to the customer as defined in Section 4, above, Lgi will promptly either: (a) deliver additional or substitute products to customer; or (b) credit customer for the cost of the defective or damaged products against the next payment due from customer for products previously supplied, at Lgi’s sole discretion.

10. Changes. No order may be changed by customer without liability unless notice or revision is made and accepted by Lgi in writing before work on the product is in progress.

11. Cancellations. Will be accepted based upon terms and conditions acceptable to Lgi and evidenced by Lgi’s written consent. Lgi will be reimbursed by customer for expenses. Lgi shall further be entitled to a reasonable termination fee consisting of a percentage of the Order price reflecting the percentage of work, goods delivered or services performed prior to Lgi’s receipt of cancellation. Customer agrees to the following:

  1. All orders are custom constructions that are authorized for immediate, full quantity production upon acceptance by Lgi.

  2. Contract orders are authorized for full quantity production upon acceptance of the customers PO.

  3. Lgi is fully authorized, by its acknowledgement of customer’s PO, to produce the order and once production begins the order shall be subject to the conditions listed in Section 11.

12. Customer Items. Lgi shall not be responsible for loss or damage to patterns, dies, tools or jigs which are owned by the customer and which are stored with Lgi. At all times the risk of loss of said items shall remain with the customer. Likewise, Lgi does not act as an insurer for such items belonging to the customer which are left with Lgi. It is the responsibility of the customer to procure such insurance as the customer deems necessary to cover such items.

13. Warranty; Warranty Disclaimer. Lgi HEREBY WARRANTS THAT THE PRODUCTS WILL BE FREE FROM MATERIAL DEFECTS AT THE TIME OF DELIVERY. BECAUSE THE PRODUCTS ARE MANUFACTURED TO THE CUSTOMER-SPECIFED AND CUSTOMER-APPROVED SPECIFICATIONS, Lgi, TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THOSE OF FITNESS FOR A PARTICULAR PURPOSE. Lgi’s sole obligation in such event of a breach of the warranty given, shall be, at Lgi’s sole option and at no charge to customer, either to: (a) deliver additional or substitute products to customer; or (b) credit customer for the cost of the defective products against the next payment due from customer for products previously supplied.

14. Confidential Information. A party may receive or learn specifications, designs, programs, technical or other information concerning products and customer information, business information or other information confidential or proprietary to the other party (“confidential information”). All such information shall be considered confidential information of the disclosing party or the party about which such information is learned. The receiving party shall not disclose to third parties or use the other party’s confidential information for any purpose other than ordering and supplying product without the express written permission of the other party.

15. Indemnity. Subject to the terms and conditions of these Terms and Conditions of Sale, each party hereto shall indemnify and save the other, and its officers, directors, employees and owners, harmless from and against any loss, claim or damage whatsoever, including but not limited to reasonable attorneys fees (including those on appeal), resulting from, related to or arising out of each party’s performance, or failure to perform.

16. Damages Limitation. CUSTOMER UNDERSTANDS AND AGREES AS FOLLOWS:

  1. DELAY. Lgi WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DELAY IN FURNISHING PRODUCTS OR ANY OTHER PERFORMANCE UNDER OR PURSUANT TO ANY PURCHASE ORDER AND THESE TERMS AND CONDITONS OF SALE.

  2. SOLE REMEDIES. THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY AND ALL WARRANTIES AND THE SOLE REMEDIES FOR Lgi’S LIABILITY OF ANY KIND WITH RESPECT TO THE PRODUCTS WILL BE LIMITED TO THE REMEDIES PROVIDED FOR IN SECTION 13 OF THESE TERMS AND CONDITIONS OF SALE, NOTWITHSTANDING ANY PROVISION OF ANY PURCHASE ORDER, COMMUNICATION BETWEEN THE PARTIES OR ANY OTHER DOCUMENT TO THE CONTRARY.

  3. CONSEQUENTIAL DAMAGES. IN NO EVENT WILL Lgi’s LIABILITY (WHETHER ARISING OUT OF CONTRACT, TORT OR OTHERWISE) INCLUDE ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR LOST PROFITS, EVEN IF Lgi HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL DAMAGE OR LOSS.

17. Applicable Law. Customer agrees that the laws of the state of Oregon shall govern any agreements between the parties and that Oregon shall be the exclusive forum in which any disputes between the parties are adjudicated.

SP200 Rev 10-28-03