Sales Terms and Conditions
A. Acceptance/Agreement
All orders are subject to acceptance by Siskiyou Corporation ("Siskiyou") and Buyer's acceptance of these Terms and Conditions ("Terms and Conditions"). Contrary, additional, or different terms or conditions in any purchase orders, other documents, or written or oral communications are rejected and shall be of no effect whatsoever.
B. Limited Warranty
Siskiyou expressly warrants that the goods that 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 specifications 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 EXPRESS, IMPLIED OR BY WRITTEN MATERIALS INCLUDING, WITHOUT LIMITATION, 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, but not limited to, lost profits), or expenses of any kind directly or indirectly arising from the sale of goods or any breach of warranty or these Terms and Conditions 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 (a) The repair or replacement of non-conforming goods or (b) The refund or credit of the purchase price paid by the Buyer for such non-conforming goods.
D. Cancellation
Standard Catalog Goods.
Orders for standard catalog goods may be canceled only under the following circumstances and subject to the following conditions: (a) written notice of cancellation or termination of the Buyer's order for standard catalog goods must be received by Siskiyou not less than 90 days before the shipping date specified by Siskiyou.
Special, Non-Standard or Custom Goods. Orders for special, non-standard, or custom goods cancellation cannot be made after production has begun.
Oregon Uniform Commercial Code Remedies. Under all circumstances, Siskiyou shall be entitled to all available remedies under the Oregon Uniform Commercial Code.
E. Product Return
The return of unused and undamaged standard catalog goods within 30 days after Siskiyou's Initial Invoice Date may be allowed by Siskiyou subject to the following conditions:
- A Return Authorization was issued in advance by Siskiyou.
- Buyer will pay a 25% restocking charge based on the total sales price of the goods purchased by Buyer.
- Customized products may only be returned under exceptional circumstances, with prior approval by Siskiyou, and are reviewed on a case-by-case basis and may be subject to higher restocking charges.
All returned products must be shipped freight prepaid by Buyer. Siskiyou reserves all its rights and remedies under the Oregon Uniform Commercial Code.
F. 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.
G. Shipping and Delivery
Shipping. All orders are shipped F.O.B. Grants Pass, Oregon, and are generally sent to U.S. customers by surface transportation. All shipping and related charges will be added to the invoice. U.S. customers should allow 3-7 days for delivery measured from the date shipped. Upon request, expedited shipment is available at Buyer's expense.
Delivery. The promised delivery date is the best estimate based on current and anticipated manufacturing capabilities of when the product will be shipped. However, Siskiyou shall not be liable to the Buyer or any third party for loss or damage, including, without limitation, consequential damages due to late delivery.
H. 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 the Buyer. Defective material must be returned to Siskiyou within 30 days after receipt and with prior authorization from Siskiyou. Siskiyou may recondition or replace the faulty goods to meet the Buyer's specifications within a reasonable time period after receipt. Claims for shipping damage must be made with the carrier.
I. 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 or 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 of labor, fuel, raw material or machinery or technical failure where Siskiyou has exercised ordinary care in the prevention thereof.
J. Payment Terms
Siskiyou payment terms are net 30 days from the invoice date 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, or 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 1.5% per month (18% per annum), whichever is less. All goods shall remain Siskiyou's property until the Buyer has paid in full for such goods, and the Buyer hereby grants Siskiyou a security interest in such goods until payment in full is received.
Late Payments: If a customer fails to make timely payments or a customer's business conditions change, Siskiyou may condition payment terms shorter than those specified in the sales order.
Purchase Orders: NO OTHER TERMS. Customers' standard purchase terms (including purchase order terms, if any) are not applicable.
K. Collection Costs and Attorney Fees in the Event of Cancellation or Default: Governing Law and Venue
In the event the Buyer cancels any order, becomes overdue on any sums due to Siskiyou, or fails to pay for any order when due per these Terms and Conditions, in addition to all remedies available to Siskiyou under the Oregon Uniform Commercial Code and the charges assessed to the Buyer according to these Terms and Conditions, the Buyer agrees to pay all costs of collections whether or not action or suit is filed, including, without limitation, 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.
Suppose any proceeding, action, or suit is instituted to collect sums due Siskiyou, including any proceedings brought under the United States Bankruptcy Code. In that case, Siskiyou shall be entitled to recover as determined by the court, in addition to any other relief awarded:
- It's reasonable attorney fees;
- Other fees, costs, and expenses of every kind, including those specified in ORCP 68A(2), incurred in connection with the proceeding, action, or suit, or any appeal or petition for review from there;
- Costs incurred in the collection of the award or the enforcement of the order.
These Terms and Conditions shall be construed and governed wholly by the laws of Oregon. Any suit or action relating to this Agreement or the subject matter hereof must be brought in the Circuit Court of the state of Oregon for Josephine County or Multnomah County or the United States District Court for the District of Oregon. Buyer hereby expressly consents to the personal jurisdiction of said courts over Buyer in any such suit or action.