Avery Dennison Standard Terms and Conditions of Sale
RFID (Radio Frequency Identification Device) Products

ENTIRE AGREEMENT:  All orders for the products or services of AD are specifically governed by these Conditions of Sale and represent the sole contract between AD and Customer unless specifically agreed to in writing by an authorized officer of AD.  The terms “AD” and “CUSTOMER” as used herein shall also mean and refer to the terms “Secured Party” and “Debtor” respectively, as the latter terms are used in the Uniform Commercial Code, as codified under the Commonwealth of Massachusetts General Statutes. If more than one CUSTOMER jointly purchases product under this Agreement, their obligations hereunder shall be joint and several and in such case the term “CUSTOMER” shall also mean “CUSTOMERS”.

 

GENERAL:  Any terms and conditions of a customer’s order confirming memorandum, or other document or documents which are inconsistent with or additional to the terms and conditions of AD’s Acknowledgement, shall not be binding on AD and shall not be deemed a part of this Contract.  All such terms are hereby expressly rejected and AD’s obligations hereunder are expressly conditioned on acceptance by the CUSTOMER of the terms and conditions contained in the AD’s Acknowledgement.

 

 

PRICE AND PAYMENT TERMS: All sales are EX WORKS INCOTERMS 2010.  CUSTOMER shall be responsible for freight costs.  All prices are subject to change without prior notice; however, prices shall be those in effect on the date of shipment, or as noted on an accepted purchase order.  Shipments which are more or less than the actual quantity ordered shall constitute filling the order if such variance does not exceed 10% provided that CUSTOMER shall only be responsible for payment of any product that is shipped. 

 

The net amount of invoice shall be payable in full within thirty (30) days following the date of invoice.  Invoices not paid within thirty (30) days of due date shall thereafter bear monthly service charges at the rate of 1.5% per month on the unpaid balance until paid or the maximum rate allowed by law. If, in AD’s opinion, CUSTOMER’s financial condition does not justify continuance of production or ship­ment on the terms of payment specified, AD may require payments in advance.  CUSTOMER shall pay for any attorneys’ fees or collections costs incurred by AD in connection with collecting any unpaid amounts.

 

The amount of any present or future federal, state, local or other taxes applicable to the sale of products listed herein shall be added to the price and paid by the CUSTOMER unless CUSTOMER provides AD with a valid exemption certificate acceptable to AD and the appropriate taxing authority.

 

CUSTOMER hereby grants AD a security interest in each product sold hereunder and the proceeds and products thereof, until payment of all funds owing to AD including, without limitation, the purchase price.  CUSTOMER agrees to execute any documents as AD requests to perfect such security interest.

 

SHIPMENT AND TRANSPORTATION TERMS: AD shall attempt to ship within the time specified on AD’s Sales Order, if indicated, and if not, then within a rea­sonable time.  CUSTOMER acknowledges that no claim may be made for delays in shipment. Unless specified in AD’s Sales Order, freight charges shall be prepaid and billed. If CUSTOMER specifies a carrier that is not a AD approved carrier, the shipment will be made on a “Freight Collect” basis.

 

TRANSIT DAMAGE CLAIM PROCEDURE:

1.     It is the responsibility of CUSTOMER to receive the entire shipment as tendered and enter a claim with the carrier if any portion is missing or damaged upon delivery.

 

2.     If there is any loss or damage at the time of delivery, it is essential to note such loss or damage on the delivery receipt.  Within 15 days of receipt of the shipment any concealed damage should be reported to the delivering carrier.  Retaining the entire package is necessary until after a concealed damage inspection report is issued by the carrier.

 

3.     Speed is of utmost importance!  Prompt inspection, as well as prompt filing, of the claim with all necessary documents will facilitate fast settlement. All claims must be accompanied by the following documents:

A.    Original paid freight bill.

B.     Certified copy or original bill of lading.

C.     Duplicate of invoice covering shipment.

D.    Duplicate of destination inspection report if available, or duplicate of delivery receipt noting shortage or damage.

 

     Items A and B, if needed, can be obtained by calling your customer service representative.  Retain copies for your files.

 

4.   Contact your Sales Representative or our Customer Claims Department if CUSTOMER, for any reason, encounters difficulty obtaining payment of a valid claim from a carrier.

 

INSPECTION:  It is the obligation of CUSTOMER to inspect all RFID products (including, without limitation, non pressure-sensitive roll inlays, pressure-sensitive inlays, and RFID labels and tags).  To the extent AD has issued Testing Guidelines applicable for a product, such testing must be performed by CUSTOMER pursuant to such Testing Guidelines as set forth by AD.

 

USE:  In the event AD issues guidelines for using any RFID products, CUSTOMER agrees to use all AD RFID products solely pursuant to such guidelines.  AD is not responsible for the failure of any RFID product caused by or due to improper use.   

 

ACCEPTANCE:  All orders are subject to acceptance by AD.

 

CANCELLATION: Orders cannot be cancelled except upon terms that will fully compensate AD against loss, or as otherwise specifically agreed by the parties in writing.

 

RETURNS:  All products sold by AD are returnable only in accordance with the warranty provision hereof.  Before returning any product, CUSTOMER must obtain AD’s prior written approval and instructions.

 

FORCE MAJEURE:  AD shall not be liable for any loss, damage, delays, changes in shipment schedules or failure to deliver caused by accident, fires, strikes, riots, civil commotion, insurrection, war, terrorism, the elements, embargo, failure of carri­ers, inability to obtain transportation facilities, government requirements, acts of God, or public enemy, prior orders from customers or limitations on AD’s or its ADs’ production or marketing activities or any other causes or contingencies beyond AD’s control. 

 

LIMITATION OF LIABILITY:  In no event shall AD be liable for any inci­dental, contingent or consequential damages, including but not limited to, loss of profit, loss of use or production or loss of capital, even if it has been advised of the possibility of such damages.  The Customer shall indemnify AD against any and all losses, damages, and expenses including attorneys’ fees and other costs that AD may sustain in defending any action based upon any claim of negligence, breach of implied warranty, or similar claim arising directly or indirectly from the act, omission, or negligence of the Customer in connection with or arising out of the use, operation, replacement, or repair of any product described hereunder and sold by AD to Customer.

 

The remedies of CUSTOMER set forth below under “Limited Warranty” are the sole and exclusive remedies of CUSTOMER relating to the products purchased from AD hereunder.  The total liability of AD with respect to any contract, or anything done in connection therewith such as the performance or breach hereof, or from the manufacture, sale, delivery, resale, installation or use of any products, whether arising out of contract, negligence, strict tort, or under any warranty, or otherwise shall not exceed the purchase price of the products upon which liability is based.

 

COMPLIANCE:  All AD products are manufactured in compliance with all applicable requirements of the Fair Labor Standards Act, as amended, and all other applicable laws.

 

SEVERABILITY:  Each paragraph and provision hereof is severable and if any provision is held invalid or unenforceable the remainder shall nevertheless remain in full force and effect.

 

CHOICE OF LAW:  All contracts shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. In the event of any default by Customer, Customer agrees to pay reasonable expenses of the AD including, but not limited to, reasonable attorneys’ fees incurred by AD for collection of any indebtedness created hereby.

 

LIMITED WARRANTY

 

All statements, technical information and recommendations about AD products are based upon tests believed to be reliable but do not constitute a guarantee or warranty. All AD products are sold with the understanding that CUSTOMER has independently determined the suitability of such products for its purposes. AD products are warranted to be free from defects in materials and workmanship for six (6) months.  Any product shown, using AD testing methods, not to comply with the above warranty shall be replaced without charge or AD may issue a credit in such amount as it deems reasonable; however, in no event shall AD be responsible for claims beyond the purchase price paid for the defective product or in any way liable or responsible for consequential or incidental damages as described above under “Limitation of Liability”.  This limited warranty shall not apply to any products designated by AD to be defective at shipping (such as non-pressure-sensitive roll inlay products designated by AD to be defective), provided that CUSTOMER has not been charged for such products.

 

In addition to the warranties and remedies set forth above, in the event a roll of pressure-sensitive inlays or RFID labels or tags (but specifically excluding non-pressure sensitive inlays) contains more than 10% defective products, CUSTOMER may, at its election, return the entire roll of such labels, tags or pressure-sensitive inlays for a refund of the price of the roll.    

 

THE REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ANY OTHER REMEDIES, WHETHER IN LAW OR EQUITY.  NO EXPRESS WARRANTIES AND NO IMPLIED WARRANTIES, WHETHER OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR USE, NON-INFRINGEMENT OF ANY STATUTORY OR COMMON LAW INTELLECTUAL PROPERTY INTEREST, INCLUDING ANY PATENT, TRADEMARK, COPYRIGHT, TRADE DRESS, TRADENAME, OR TRADE SECRET INTEREST, OR OTHERWISE, EXCEPT AS SET FORTH ABOVE (WHICH IS MADE EXPRESSLY IN LIEU OF ALL OTHER WAR­RANTIES) SHALL APPLY TO PRODUCTS SOLD BY AD.  AD SPECIFICALLY DISCLAIMS AND EXCLUDES ALL OTHER SUCH WARRANTIES.  NO WAIVER, ALTERATION, ADDITION OR MODIFICATION OF THE FOREGOING CON­DITIONS (INCLUDING, WITHOUT LIMITATION, ANY TERMS CONTAINED ON ANY PURCHASE ORDER WHICH CONFLICT WITH THE TERMS CONTAINED HEREIN) SHALL BE VALID UNLESS MADE IN WRITING AND SIGNED BY AN OFFICER OF AD.

 

No salesman, representative, or agent of AD is authorized to give any guarantee, warranty or make any representation contrary to the above.

 

INFRINGEMENT: In the event the products and/or services originated by AD  is found or alleged to infringe  any third party’s proprietary rights, and such allegation arises solely out of AD’s published specifications and not Customers adaptations, modifications or requirements, AD's sole responsibility to CUSTOMER and at AD’s option shall be to (1) obtain for CUSTOMER the right to use the infringing  product and/or service, or (2) replace the infringing product and/or service with a non-infringing alternative, or (3) modify the infringing product and/or service so that it becomes non-infringing.  AD will have the option to determine which of options (1), (2) or (3) to effectuate.   In the event that AD cannot redress the claim of infringement or that the remedies available to AD are not commercially practical, AD shall refund to CUSTOMER an amount equal to the products and/or services purchased from AD that gives rise to such claim.  The foregoing shall not apply where Customer has combined products and/or services from AD with other products and/or services where AD’s products and/or services would not otherwise infringe or where CUSTOMER has provided the specifications for such products and/or services.