All sales of goods from Seller to Buyer and furnishing of services by Seller to Buyer are subject to and are governed by the terms and conditions set forth below and on the face of this Agreement. These terms and conditions, and the terms on the face of this Agreement, represent the final, complete, and exclusive agreement between Seller and Buyer with respect to the sale of Seller’s goods and furnishing of services by Seller. If the terms and conditions of this Agreement differ in any way from the terms and conditions of any purchase order submitted by Buyer, this Agreement shall be considered as a counteroffer and shall not be effective as an acceptance of Buyer’s purchase order. Acceptance of Buyer’s purchase order is expressly made conditional upon buyer’s assent to the terms and conditions contained herein and on the face of this Agreement. The failure of Buyer to object in writing within ten (10) days from the date of receipt of this document shall constitute Buyer’s assent to these terms and conditions of sale. No additions to or modifications of any of the terms and conditions hereof shall be effective unless made in writing and signed by both parties.
(a) Prices and charges stated on the face of this Agreement are subject to change without notice and shall be adjusted to and invoiced at the Seller’s prices and charges in effect at the time of the shipment of goods or furnishing of the services. Unless otherwise agreed, all prices are exclusive of applicable federal, state, or local sales, use, excise, or other similar taxes. All such taxes shall be for Buyer’s account and paid for by Buyer.
(b) It is agreed as part of the consideration for this sale that the price shown hereon for the goods shall be paid on or before the 10th day of the month following the month of purchase. Any portion of the sales price not paid within said time period shall thereafter bear interest at the HIGHEST PREVAILING RATE. Some items are eligible for return within 90 days of purchase for a restocking fee between 20-70%. No return on electrical items unless they are in an unopened package.
Seller is not obligated to make delivery by any specified date, but will always use reasonable efforts to make delivery within the time requested. Seller shall not be liable to Buyer for any loss, expense, or damages of any type resulting from or relating to Seller’s failure to deliver goods later than the specified delivery date or dates. Deliveries shall be made F.O.B. Seller’s facility unless specifically agreed otherwise.
SELLER WARRANTS THAT IT HAS TITLE TO ALL GOODS FURNISHED BY SELLER AND THAT ALL GOODS AND SERVICES WILL COMPLY WITH SELLER’S SPECIFICATIONS. OTHER THAN SELLER’S STANDARD WRITTEN LIMITED WARRANTIES ON CERTAIN PRODUCTS. THERE ARE NO OTHER WARRANTIES, EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITYAND ANY IMPLIED WARRANTY OF FITNESS FOR PURPOSE). ON ANY GOODS OR SERVICES PROVIDED HEREUNDER.
BUYER’S SOLE REMEDY WITH RESPECT TO ANY CLAIM ARISING OUT OF ANY ORDER OR SELLER’S PERFORMANCE IN CONNECTION THEREWITH INCLUDING, WITHOUT LIMITATION, ANY CLAIM ARISING OUT OF ANY DEFECT OR ALLEGED DEFECT IN ANY GOODS OR SERVICES FURNISHED BY SELLER, SHALL BE EXCLUSIVELY (AT SELLER’S SOLE OPTION) THE RIGHT OF REPLACEMENT OF SUCH GOODS OR SERVICES OR REPAYMENT OF THE PURCHASE PRICE THEREFOR WITHOUT LIMITING THE FOREGOING. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF ANTICIPATED PROFITS) INCURRED BY BUYER WITH RESPECT TO ANY GOODS OR SERVICES FURNISHED BY SELLER.
Unless otherwise expressly agreed in writing, claims respecting the condition of goods, compliance with specifications, or any other matter affecting goods shipped or services provided to
Buyer, must be made promptly and in no event later than twenty (20) days after receipt of the goods by Buyer or the furnishing of the services by the Seller. Failure of Buyer to make a claim within such 20-day period shall be deemed an unqualified acceptance of the goods or services by Buyer. Buyer shall set aside, protect, and hold such goods (without charge to Seller) without further processing until Seller has an opportunity to inspect and advise of the disposition, if any, to be made of such goods. In no event shall any goods be returned, reworked, or scrapped by Buyer without the express written authorization of Seller.
Seller shall have the right to credit toward the payment of any monies that may become due Seller hereunder any sums which may now or hereafter be owed to Buyer (or any subsidiary or affiliate thereof) by Seller (or any subsidiary or affiliate thereof).
If Buyer fails to make timely payment on any sale of goods from Seller to Buyer, Seller, in addition to any other remedies available to it, may at its option, (a) defer further shipment until such payments are made and satisfactory credit arrangements are reestablished or (b) cancel the unshipped balance of any order, and Buyer shall not have any cause of action or be entitled to any offset, counterclaim, or recoupment against Seller by reason of such action. In the event of Buyer’s default, Seller may exercise any and all remedies set forth in this document, any other agreement between the parties, and applicable law, all of which rights and remedies are cumulative.
Unless otherwise expressly agreed in writing: (a) any technical advice provided by Seller with respect to the use of goods or services furnished to Buyer shall be without charge; (b) Seller assumes no obligation or liability for any such advice or for any results occurring as a result of the application of such advice; and (c) Buyer shall have sole responsibility for selection and specification of the goods or services appropriate for the end use of such goods or services.
Waiver by Seller of any breach of any of the terms and conditions set forth herein shall not be construed as a waiver of any other breach and the failure of Seller to exercise any right arising from any default of Buyer hereunder shall not be deemed to be a waiver of such right.
Buyer shall not assign any order or any interest therein without the prior written consent of Seller. Any such actual or attempted assignment without Seller’s prior written consent shall entitle Seller to cancel such order upon written notice to Buyer.
Unless otherwise agreed in writing, the interpretation and enforcement of this document and any disputes arising between Seller and Buyer shall be governed by and interpreted in accordance with the laws of the State of Oregon, without regard to the principles of conflicts of law thereof. The parties hereto shall be subject to the jurisdiction of the state and federal courts located in Oregon with respect to any dispute or litigation arising under or in connection with the sale of goods or services hereunder. Venue for purposes of any litigation shall be in Multnomah County, Oregon, and each party hereto waives all claims that such a forum is inconvenient or that a more convenient forum can be found.
Buyer agrees to pay all of Seller’s costs and expenses incurred in collecting payments due from Buyer. If Seller retains an attorney to collect payments due from Buyer, or to enforce or interpret any term of this document, Buyer agrees to pay, in addition to all other amounts due to Seller, Seller’s collection expenses, court costs, and reasonable attorney fees incurred prior to and at trial, and on any appeal. If Seller refers the account to a collection agency, Buyer agrees to pay all costs, expenses, and attorney fees incurred by the collection agency in collecting payments due from Buyer.
These terms and conditions and the terms on the face of this Agreement, together with any other document incorporated herein by reference, constitute the sole and entire agreement between Buyer and Seller with respect to any order or sale of goods or furnishing of services to Buyer, superseding completely any prior or contemporaneous oral or written communications.