Standard Terms and Conditions of Sale
UNLESS OTHERWISE AGREED TO IN WRITING, THE FOLLOWING PROVISIONS APPLY TO ALL SALES:
- WARRANTY. All merchandise ordered shall be sold subject to SELLER’S standard warranty, viz: SELLER warrants that any product of its manufacture, which upon examination is found by SELLER’S representative to be defective either in workmanship of material whereby it is not suitable under proper usage and service for the purpose for which it was designed, will be at SELLER’S option, repaired or replaced free of charge including transportation charges, but not the cost of installation, provided that SELLER received written claim specifying that defect within six months after SELLER ships the product. ALL OTHER WARRANTIES EXPRESSED AND IMPLIED INCLUDING ANY WARRANTY OF MERCHANTIABILITY ARE HEREBY DISCLAIMED. The foregoing expresses all of the SELLER’S obligations and liabilities with respect to the quality of items furnished by it and it shall under no circumstances be liable for consequential damages.
- ORDER ACCEPTANCE BY SELLER.
a) All orders received from BUYER are subject to acceptance by SELLER, unless quotation specifies that it is a bid in response to an invitation for bids in which event the order or award shall constitute acceptance of the bid in accordance to bid terms.
b) Terms and conditions on the BUYER’S order form, at variance with terms and conditions stated herein, are binding upon SELLER only if specifically accepted by SELLER in writing.
c) Orders accepted by SELLER cannot be canceled by BUYER except with SELLER’S written consent and upon terms that will indemnify SELLER against loss.
- SAMPLES. In the event samples are furnished to BUYER, SELLER will not assume any liability in connection with the furnishing of use thereof and there will be no agreement of warranty collateral to, or affecting, the furnishing of such samples.
- PRICE AND PAYMENT.
a) Unless otherwise stated, legal delivery and prices are F.O.B. SELLER’S plant and prices do not include transportation charges.
b) Taxes Not Included In Price: Except where otherwise prohibited by law, all sales, excise, use or similar taxes or charges by the federal, any foreign, or any state or local government, which SELLER may be required to pay or collect, shall be in addition to price stated and shall be paid by BUYER, unless valid exception certificate is furnished therefore.
c) Payment: All accounts are payable on or before the date due listed on the invoice, which is based on the terms of the account. SELLER may demand payment in advance of shipment, if in SELLER’S opinion the credit or financial condition of BUYER is, or is about to become, impaired.
d) Where BUYER requests delay in shipment, SELLER shall have the option of billing for goods when ready for shipment. If material is not shipped within sixty (60) days after goods are ready, SELLER will have the option of billing storage charges.
a) Shipping Dates: Shipping dates are approximate only and subject to change.
b) Unforeseen Delays: SELLER shall not be liable in damages or otherwise for delays or failure in performance when caused by circumstance, of every nature and description and however arising, beyond SELLER’S reasonable control in the event SELLER is unable due to any such occurrence or otherwise, to fulfill its total commitment to all customers, BUYER agrees to accept as full and complete performance by SELLER, deliveries in accordance with such plan or pro-ration as SELLER may adopt.
c) Packaging: SELLER will provide commercial packaging adequate, under normal conditions, to protect the goods in shipment and identify the contents. Should BUYER request any special packaging, it will be done at BUYER’S expense.
d) Routing: All goods will be shipped via the cheapest or most expeditious means of transportation under the circumstances, unless BUYER indicates otherwise. If BUYER provides no routing instructions, SELLER shall be the sole judge of the best method of routing shipment.
- INSPECTION. SELLER will inspect all goods prior to shipment and such inspection will be adequate to meet SELLER’S standards for dimensional and visual characteristics.
- REJECTION AND RETURNS.
a) Notification to SELLER: BUYER will be deemed to have inspected and accepted any shipment under this contract, if within thirty days after
BUYER’S receipt of goods, BUYER has not notified SELLER in writing that such goods are rejected and the grounds therefore.
b) Return of Goods: No goods may be returned by BUYER for any reason without SELLER’S prior written approval. All items will be inspected upon receipt and must be in good, re-saleable condition. A credit for returned items that pass SELLER’S inspection will be issued towards the BUYER’S account – NO REFUND CHECKS WILL BE ISSUED.
- SPECIAL DAMAGES. Neither BUYER NOR SELLER shall make any claims for special consequential damages.
- PATENT INFRINGMENT. Should the goods furnished by SELLER be of such of a nature that the design therefore is supplied by BUYER, or should the goods be labeled or marked with a trademark or trade name requested by BUYER, then BUYER agrees to defend SELLER in any action, either civil or criminal, brought against SELLER by and third party, for the infringement or misuse of any such patents or trademarks, and BUYER further agrees to hold SELLER harmless from any damage or loss resulting therefrom.
- GENERAL PROVISIONS.
a) Modifications of Contract: It is agreed that there is no other contract in force between BUYER and SELLER and no alteration shall be binding unless agreed to in writing by SELLER. Should SELLER by any words, acts or writing, waive or be deemed to have waived any of the provisions of this agreement, or should SELLER fail to insist upon performance by BUYER of one or more of the terms herein, such action or failure on SELLER’S part will in no way be deemed to imply or constitute a waiver of any other terms contained in this agreement.
b) Compliance with Laws: SELLER certifies compliance with all relevant Federal, State, and local laws including Paragraph 6, 7, and 12 of the Fair Labor Standards Act as amended, and any regulations and orders issued under Paragraph 14 thereof.
c) In the event of a suit or action over the terms of this sale, the prevailing party shall be entitled to recover from the other party such sum as the court may judge reasonable, as attorney fees at trial or on appeal venue.
d) Any suit or action brought as a result of any sale covered by these conditions shall be brought in the state of Oregon, and the laws of the State of Oregon shall apply.