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Domestic Order Acceptance Terms and Conditions
- ENTIRE CONTRACT. This document is an acknowledgement of your order and contains the terms of sale. The entire contract between Seller and Buyer is contained in this order acknowledgement; no alleged oral promises or conditions not set forth herein shall be binding upon Seller or Buyer, and any prior negotiations between the parties are merged herein.
- LIMITATION OF WARRANTY. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, THAT EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. However, Seller warrants that the goods sold shall conform to the grade and quantity specified on the face of this order acceptance. If the sale is based upon a sample, the sample shown by Seller to Buyer was for demonstration purposes only, and Seller makes no warranty that the goods delivered shall conform to the sample; nonconformity of the goods to the sample is not a part of the basis of the bargain between Seller and Buyer. If this order includes goods which have been fabricated in accordance with shop drawings approved or supplied by Buyer, those goods are only warranted to be in substantial compliance with the specifications of any such drawings.
- LIMITATION OF LIABILITY. SELLER'S LIABILITY SHALL BE LIMITED TO THE COST OF REPLACING REJECTED GOODS TO THE POINT OF DELIVERY AS SPECIFIED IN THIS ORDER WITHIN A REASONABLE PERIOD OF TIME FOLLOWING PROPER AND TIMELY REJECTION BY BUYER. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE TO BUYER FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OF ANY NATURE WHATSOEVER, ARISING FROM NONCONFORMITY OF GOODS OR DELAY IN SHIPMENT.
- REJECTION. A rejection of the goods by Buyer shall not be effective unless it is made and written notice thereof is given to Seller within five (5) days after the goods arrive at the destination specified on the face of this order acceptance.
- GRADING AND ASSOCIATION RULES. Unless otherwise specifically stated on the face of this order acceptance, the items to be furnished will be graded on the basis of official grading rules issued by the manufacturer's association covering the items sold which are in effect at the time of acceptance of this order. The applicable grading rules shall be designated on the face hereof, or if none are designated, Seller shall select an appropriate association upon notice of any claim. In the event of a dispute over grade, quality, tally, size, specification, or manufacture, unless agreed that inspection at time of loading is final, the reinspection and shipping provisions issued by the manufacturer's association covering the items sold shall constitute part of the contract between Buyer and Seller.
- TITLE. If this contract is an F.O.B. or F.A.S. sale, title and risk of loss pass to Buyer upon delivery of the goods to the carrier, any term or condition herein to the contrary notwithstanding. If this contract is a C.I.F. or C & F sale, risk of casualty loss shall be deemed to pass to Buyer upon loading of goods on board carrier. If under the bill of lading the goods are delivered to Seller or Seller's order, or if Seller retains documents covering the goods, such acts shall be deemed to be only for the purpose of securing performance by Buyer of its obligations. In the event of loss or damage in transit, Buyer shall nevertheless pay the full invoice price according to the invoice terms.
- DEFAULT. If Buyer becomes insolvent or makes any default hereunder or under any other contract between the parties hereto, Seller at its option may defer delivery hereunder until default is cured, or may treat default as a repudiation by Buyer of this order in its entirety, resell the goods and hold Buyer liable for such damages as Seller may incur, including consequential and incidental damages.
- SELLER'S LIEN. Seller shall have a lien on the goods for the contract price until paid in full. Buyer grants to Seller a security interest in the goods to secure payment of the purchase price, and Buyer agrees to execute any additional documents necessary to perfect Seller's security interest in the goods.
- FAILURE TO TAKE DELIVERY. If Buyer fails to take delivery, the goods shall be held at Buyer's sole risk in all respects. Nevertheless, Seller, acting as Buyer's agent and at Buyer's expense, may thereafter store, insure and/or otherwise protect the goods or may resell same for Buyer's account.
- CANCELLATION. Except as otherwise provided herein, this order shall not be cancelled except by mutual consent. If Buyer is in default by failure to pay any previous invoice within credit terms at the expected date of shipment of this order, or if Seller has received any adverse credit information about Buyer, Seller may delay shipment and/or cancel this order acceptance.
- FORCE MAJEURE. Seller shall be free from any liability for delay or failure in shipment arising from strikes, lockouts, labor troubles of any kind, accidents, perils of the sea, fire, earthquake, civil commotion, war or consequences of war, government acts, restrictions or requisitions, failure of manufactures or suppliers to deliver, bankruptcy or insolvency of manufacturers or suppliers, suspension of shipping facilities, act or default of carrier or any other contingency of whatsoever nature beyond Seller's control affecting production, transportation to boarding point, loading, forwarding or unloading at destination of the goods covered by this contract including disturbances existing at the time this contract was made. In such a situation, if shipment or delivery is not made during the period contracted for, Buyer shall accept delivery under this contract when shipment is made; provided, however, Buyer shall not be obligated to accept delivery if shipment is not made within a reasonable time after the cessation of the aforementioned impediments or causes.
- LEGAL PROCEEDINGS. The parties agree that any legal proceeding brought to enforce the terms and conditions of this order acceptance shall be conducted in the appropriate court located in Portland, Oregon. This order acceptance shall be governed by the laws of the State of Oregon.
- BINDING EFFECT. If any clause of this order acceptance is determined by any tribunal to be unenforceable, the clause shall be deleted, and the balance of the order acceptance shall be binding upon the parties.
NPL-32-OA (3-2001)
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