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STANDARD TERMS AND CONDITIONS OF SALE

1. ACCEPTANCE OF QUOTES/PURCHASE ORDERS/INVOICES

  1. Sales of any goods or any related services (collectively, “Products”) referenced in One Crafty Giraffe's (OCG) written Quote, Purchase Order or Invoice (Documents) to Customer is expressly conditioned upon the terms and conditions set forth below. Other than as specifically provided in a separate written agreement between OCG and Customer, any additional or different terms specified or referenced in OCG's Documents are hereby excluded and shall not be deemed effective or binding unless expressly agreed to in writing by an authorized representative of OCG. These terms and conditions represent the entire agreement between the Customer and OCG pertaining to the subject matter of this Documents and shall supersede all prior oral and written agreements, proposals, communications, and documents. No Document placed by Customer shall be deemed accepted unless or until OCG issues a written acknowledgement. Any amendment, change order, revision, or termination to an already-accepted Document shall be subject to acceptance by an authorized representative of OCG.

2. PRICES, TAXES

  1. 2.1. The price set for in OCG's Quotation (“Price”) are in United States Dollars. Nothing set forth in Customer’s Document shall modify or amend the quoted Prices, quantities, and/or the scope of Products offered, unless such modification or addition is agreed to in writing by OCG prior to the Document.
  2. 2.2. The prices are exclusive of any taxes (including, without limitation, sales, use, value added, goods and services, business, property (real or personal, tangible or intangible), license, documentation, registration, import, export, excise, franchise, stamp, or other tax), custom fees or tolls, levy, impost, withholding, fee, duty or other charge of any nature imposed by any governmental authority or other tax authority in any jurisdiction, and any and all fines, penalties, additions to tax, interest and other charges relating thereto (collectively, “Taxes”). All Taxes shall be paid by Customer in addition to the Price. If any payment by the Customer is subject to withholding tax, the Customer agrees to increase the amount of any payment which is subject to a withholding or pay an additional amount as is necessary to ensure that OCG receives the same amount it would have received if there had been no withholding. Customer shall deliver any certifications and other documents required to demonstrate eligibility and to benefit from any exemption or other relief from any Tax.

3. PAYMENT

  1. Customer shall pay for all Products delivered or date services performed within 15 days from the date of OCG's invoice. Payment shall be deemed to have been made when a  payment is received by an electronic transfer in OCG’s bank account. OCG reserves the right to assess interest on any late payments from the date due until receipt of payment in full at the lesser of (a) one and one-half percent per month compounded monthly, or (b) the maximum rate permitted by law, and to charge Customer for any collection or litigation expenses, including reasonable attorney’s fees incurred by OCG in the collection of late payment. In addition to any remedies under law, OCG may at its sole discretion suspend future deliveries or services until all delinquent payments due are received. OCG may require an advance payment or milestone payments prior to beginning performance of the Purchase Order. OCG may require Customer to obtain a letter of credit for international orders. All payments hereunder shall be paid without any deductions, set-off, or counter-claims including for any Taxes.

4. GOVERNING LAW

  1. These Terms and Conditions and any action related hereto shall be governed, controlled, interpreted and defined by and under the laws of the State of Colorado, USA, without regard to the conflict of laws provisions thereof. The Parties specifically disclaim application of the U.N. Convention on Contracts for the International Sale of Goods (1980) or any subsequent revision(s) thereto.

5. DISPUTES

  1. In the event of any dispute arising out of or in connection with these Terms and Conditions, such dispute shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules of Arbitration. The place of arbitration shall be Colorado, USA. The language of the arbitration shall be English. The arbitral award shall be final and binding upon the Parties.

6. LIMITATION OF LIABILITY

  1. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, AND REGARDLESS OF THE NUMBER OF CLAIMS OR THE FORM OR CAUSE OF ACTION, WHETHER IN CONTRACT, EQUITY, STATUTE, TORT, NEGLIGENCE (ACTIVE OR PASSIVE) OR OTHERWISE, OCG SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQEUENTIAL DAMAGES OF ANY KIND, AND SHALL NOT BE LIABLE TO CUSTOMER FOR LOSSES OF USE, DATA, PROFIT, REVENUE, INCOME, BUSINESS, ANTICIPATED SAVINGS, REPUTATION, AND MORE GENERALLY, ANY LOSSES OF AN ECONOMIC OR FINANCIAL NATURE, REGARDLESS OF WHETHER SUCH LOSSES MAY BE DEEMED AS CONSEQUENTIAL OR ARISING DIRECTLY AND NATURALLY FROM THE INCIDENT GIVING RISE TO THE CLAIM, AND REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES. EXCLUDING GROSS NEGLIGENCE OR WILLFULL MISCONDUCT, OCG’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH A PURCHASE ORDER SHALL IN NO EVENT EXCEED ACTUAL, DIRECT, AND PROVEN DAMAGES OF THE PRICE OF THE PRODUCT DIRECTLY PURCHASER BY CUSTOMER UNDER THE PURCHASE ORDER GIVING RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY. TO THE EXTENT THESE TERMS AND CONDITIONS CONTAIN ANY SPECIFIC REMEDIES PROVIDED BY OCG TO CUSTOMER, REGARDLESS OF FORM, SUCH REMEDIES SHALL BE PROVIDED BY OCG ON A SOLE AND EXCLUSIVE BASIS AND IN LIEU OF ANY OTHER REMEDIES, DAMAGES, OR LOSSES.