Sales Terms and Conditions

A.        Acceptance/Agreement

All orders are subject to Siskiyou Corporation (hereinafter “Siskiyou”) acceptance.  Additional or different terms or any attempt by the Buyer to vary, in any degree, any of the terms of these sales terms and conditions (this “Agreement”) shall be deemed material and are objected to or rejected, but this Agreement form shall not operate as a rejection of the Buyer’s offer unless it contains variances in the terms of the description, quantity, price, payment terms or delivery schedule of the goods.

 

B.        Limited Warranty

Siskiyou expressly warrants that the goods which are the subject of any sale will conform to the specifications, drawings or other descriptions specified by the Buyer or if none are so specified, to Siskiyou’s standard specification for such goods.  The goods will be new and unless specified to the contrary on the order acknowledgment or invoice, will be free of all liens and encumbrances.  SISKIYOU HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESSED, IMPLIED OR BY WRITTEN MATERIALS, INCLUDING THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

 

C.        Limitation of Liability

In no event shall Siskiyou be liable for incidental, special or consequential damages, losses (including lost profits) or expenses of any kind directly or indirectly arising from the sale of goods or from any breach hereof even if Siskiyou has been notified of the possibility of such damages.  Siskiyou’s liability is expressly limited to (at Siskiyou’s sole option) either: 1. The repair or replacement of non-conforming goods; or 2. The refund or credit of the purchase price paid by Buyer for such non-conforming goods.

 

D.        Cancellation/Termination

Upon written notice of cancellation or termination for the Buyer’s convenience of standard catalog goods, for standard goods only, the Buyer shall pay a 15% charge on the remaining balance plus an additional charge reflecting reversion to the quantity pricing of goods actually delivered.  In the event that the goods are special, non-standard or custom, the Buyer may terminate an order in whole or in part for its convenience upon written notice to Siskiyou in which event Siskiyou shall be entitled to termination charges consisting of a percentage of the order price reflecting the percentage of the work performed prior to termination plus actual direct costs resulting from termination, which may in some cases be 100%.

 

E.        Confidential Information

All drawings, diagrams, specifications and other materials furnished by Siskiyou relating to the use and service of goods sold to Buyer and the information embodied therein are proprietary to Siskiyou.  Buyer may not use, reproduce or distribute such materials except to buyer’s employees for use on an as-needed basis only without violating Siskiyou’s rights in and to such materials.  Siskiyou will treat drawings, specifications or data furnished by Buyer as confidential, when identified as such, in connection with any sale.

 

F.        Delivery

The promised delivery date is the best estimate possible based upon current and anticipated manufacturing capabilities of when the product will be shipped.  Siskiyou assumes no liability for loss, damages (including, without limitation, consequential damages) due to delay.

 

G.        Claims/Notice of Defects

Failure of the Buyer to object in writing to any goods shipped to it by Siskiyou Corporation within 30 days after receipt thereof will constitute complete acceptance by Buyer thereof.   Defective material must be returned to Siskiyou within 30 days after receipt and with prior authorization from Siskiyou.  Siskiyou may (at its option) recondition or replace the defective goods to meet Buyer’s specifications within a reasonable time period after receipt.  Claims for shipping damage must be made with the carrier.  NOTICE; RETURNS FOR PRODUCTS UNUSED AND UNDAMAGED MAY BE RETURNED WITHIN 30 DAYS OF THE INITIAL INVOICE DATE (60 DAYS OUTSIDE OF THE US), AND ARE SUBJECT TO A 25% RESTOCKING FEE.

 

H.        Force Majeure

Fulfillment of any order is contingent upon the availability of materials, labor and machines.  Siskiyou shall not be liable for any delay in delivery or for non-delivery in whole or in part caused by the occurrence of any contingency beyond the control of Siskiyou or its suppliers including but not limited to war, sabotage, acts of civil disobedience, failure to delay in transportation, act of any government or agency or subdivision thereof, judicial action, labor dispute, fire, accident, explosion, epidemic, quarantine, restrictions, storm, flood, earthquake, or acts of God, shortage or labor, fuel, raw material or machinery or technical failure where Siskiyou has exercised ordinary care in the prevention thereof.

 

I.        Payment Terms

Siskiyou payment terms are net 30 days unless special written arrangements have been made.  Siskiyou may, at any time, suspend production or delivery of any order or require payment in cash, security of other adequate assurance satisfactory to Siskiyou when, in Siskiyou’s opinion, the financial condition of Buyer or other grounds for insecurity warrant such action.  Siskiyou Corporation reserves the right to assess late charges on accounts due past 30 days at the rate of 1.5% per month (18% per annum).  All goods shall remain Siskiyou’s property until the Buyer has paid in full for such goods, and Buyer hereby grants Siskiyou a security interest in such goods until payment in full has been made.  All goods are shipped FOB Siskiyou’s shipping dock, Grants Pass, Oregon.

 

J.        Remedies in the Event of Cancellation or Default

In the event the Buyer cancels any order, or becomes overdue on any sums due to Siskiyou or fails to pay for any order when due in accordance with the terms hereof, in addition to the charges assessed to the Buyer pursuant to this Agreement, the buyer shall be required to pay all costs of collections, including, whether suit be brought or not, attorney fees, court costs, collection expenses and other expenses which Siskiyou may incur or pay in the prosecution of defense of its rights hereunder, whether in judicial proceedings at law or in equity, including bankruptcy court and appellate proceedings, or whether out of court.  This Agreement shall be construed and governed wholly by the laws of the state of Oregon.  Any suit or action of any kind relating to this Agreement or the subject matter hereof must be brought in the circuit Court of the state of Oregon for Josephine or Multnomah County or the United States District Court for the District of Oregon.  The parties hereby expressly consent to personal jurisdiction of said courts over them in any such suit or action.