SALE OF GOODS. Seller is selling to Buyer and Buyer is purchasing the items as set forth on the invoice (each an “Invoice”) provided to Buyer in the quantities and at the price (the “Price”) on the Invoice (the “Goods”) and subject to these terms and conditions (these “Terms”). In the event of a conflict between any terms provided to Buyer for Seller’s sale of Goods and written terms signed by Buyer, the written terms signed by Buyer shall control.
PAYMENT. Buyer will pay to Seller the Price for the Goods within 30 days of Delivery of the Goods specified on the Invoice. Late payments not made by the 90th day after Delivery may be assessed interest of 1% per month (12% APR). All costs incurred to collect past due balances will be the responsibility of and charged to Buyer.
DELIVERY. All Goods shall be delivered to the address specified on the Invoice (each a “Delivery). Buyer acknowledges that it must accept the Goods into its inventory in METRC by the close of business on the date of Delivery, whether or not it has inspected such Goods. Seller will provide Buyer all shipping documents, including the transport manifest or any other documents necessary to release the Goods to Buyer upon Delivery.
TITLE AND RISK OF LOSS. Title passes to Buyer upon payment of the full Price for the Goods to Seller. Buyer bears all risk of loss or damage to the Goods following Delivery.
NO WARRANTY. Seller expressly disclaims any and all warranties of any kinds, including but not limited to warranties of merchantability or fitness for a particular purpose. Buyer agrees that Buyer is purchasing the Goods based solely on its own evaluation of the suitability of the Goods for Buyer’s purposes, and Buyer is not relying on any representations or warranties concerning the Goods other than as may be explicitly provided herein. Notwithstanding Seller’s general limitation on liability, in no event will Seller be liable for any of Buyer’s incidental, consequential, punitive, or exemplary damages, and in no event shall any liability of Seller for any reason hereunder exceed the Price actually received by Seller from Buyer.
COMPLIANCE WITH LAW. Buyer and Seller represent and warrant to each other that each is respectively in compliance with and each agrees to comply with all applicable state and local laws, regulations, and ordinances. Buyer and Seller have and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that they need to carry out their obligations under these Terms.
INDEMNIFICATION. Buyer shall indemnify, defend, and hold harmless Seller and Seller’s officers, directors, members, employees, agents, affiliates, successors and permitted assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under these Terms and the cost of pursuing any insurance providers, (collectively “Losses”) relating to or arising out of any claim of Seller or a third party arising out of or occurring in connection with an obligation of Buyer. This Section shall survive the expiration or termination of these Terms.
CONFIDENTIAL INFORMATION. All non-public, confidential, or proprietary information of the parties, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by a party to the other party, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with these Terms is confidential, solely for the use of performing these Terms and may not be disclosed or copied unless authorized by the disclosing party in writing. Upon a party’s request, the other party shall promptly return all documents and other materials received from the requesting party. The parties shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to both parties at the time of disclosure; or (c) rightfully obtained by a party on a non-confidential basis from a third party.
FORCE MAJEURE. Any delay or failure of either Seller to perform its obligations under these Terms will be excused to the extent that the delay or failure was caused directly by an event beyond Seller’s control, without Seller’s fault or negligence and that by its nature could not have been foreseen by Seller or, if it could have been foreseen, was unavoidable (which events may include natural disasters, public health emergencies including pandemic, embargoes, explosions, riots, wars, or acts of terrorism) (each, a “Force Majeure Event”). Seller shall give Buyer prompt written notice of any event or circumstance that is reasonably likely to result in a Force Majeure Event, and the anticipated duration of such Force Majeure Event. Seller shall use all diligent efforts to end the Force Majeure Event, ensure that the effects of any Force Majeure Event are minimized and resume full performance under these Terms.
NOTICES. Any notice required or permitted to be given to Seller will be effective upon receipt and will be sufficient if in writing and sent to 463 River Ave. Eugene Or 97404 or emailed to [email protected] or to other such address as Seller may designate in writing to Buyer.
ATTORNEYS’ FEES. If any arbitration, suit, or action is instituted arising out of or related these Terms, the party prevailing on an issue will be entitled to recover with respect to such issue, in addition to costs, reasonable attorney fees incurred in the preparation, prosecution, or defense of such arbitration, suit, or action as determined by the arbitrator or trial court, and, if any appeal is taken from such decision, reasonable attorney fees as determined on appeal.
AMENDMENTS. No amendment to or modification of or rescission, termination, or discharge of these Terms is effective unless it is in writing, identified as an amendment to or rescission, termination, or discharge of these Terms and signed by an authorized representative of each party.
WAIVER. No waiver by Seller of any of these Terms shall be effective unless explicitly set forth in writing and signed by Seller. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
CHOICE OF LAW. These Terms, including all exhibits, schedules, attachments, and appendices attached to these Terms and thereto, and all matters arising out of or relating to these Terms, are governed by, and construed in accordance with, the laws of the State of Oregon, United States of America, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Oregon.
DISPUTE RESOLUTION. Except as otherwise provided herein, any dispute, controversy, or claim arising out of the subject matter of these Terms will be settled by binding arbitration before a single arbitrator in or near Eugene, Oregon pursuant to the rules of the Arbitration Service of Portland, Inc. A Party may seek from a court an order to compel arbitration, or any other interim relief or provisional remedies pending an arbitrator’s resolution of any dispute, controversy, or claim. Any such action, suit, or proceeding will be exclusively litigated in the Circuit Court for Lane County, Oregon. For the purposes set forth herein, each Party consents and submits to the jurisdiction and venue of the Circuit Court for Lane County, Oregon.