1. All invoices are due with the terms of sale on each invoice. All payments shall be in United States Dollars. Payment by check, draft, note or other than cash shall be deemed conditional and for the convenience of the Buyer, and shall not be deemed a payment until cash or other form of payment, expressly agreed to by Seller has been received and accepted by it. Any amounts not paid when due will bear a late payment charge of 1½% percent per month or the maximum legal rate, whichever is less. ALL COSTS OF collection irrespective of litigation are the responsibility of the buyer.
2. BUYER AGREES THAT IN THE SALE OF GOODS BY INTERNATIONAL WOOD PRODUCTS, LLC, EXCEPT AS PROVIDED IN 4 BELOW, BUYER’S EXCLUSIVE REMEDY SHALL BE TO RETURN GOODS TO SELLER AND OBTAIN REPAYMENT OF THE PRICE OR AT SELLER’S OPTION, SELLER MAY REPAIR THE NONCONFORMING GOODS, DELIVER REPLACEMENT GOODS OR REFUND BUYER’S PURCHASE PRICE. BUYER AGREES THAT NO COST FOR LABOR NOR ANY OTHER CONSEQUENTIAL DAMAGES OF ANY KIND SHALL BE RECOVERABLE FROM SELLER FOR DELIVERY, NONDELIVERY, SALE OR USE OF GOODS REGARDLESS OF WHETHER ARISING OUT OF CONTRACT, WARRANTY, OR NEGLIGENCE, STRICK LIABILITY OR OTHER TORT.
3. Rejection of nonconforming goods must be made by Buyer in writing within ten days of receipt, and all defects shall ascertainable at time of giving notice shall be stated with particularity or be deemed waived. In event of any complaint, shipment shall be held intact and specification of objections, accomplished by tally of objectionable goods, shall be submitted directly to Seller at this office. If full credit is allowedfor nonconforming goods, the goods must be retained intect at the delivery point, and Seller shall have 60 days from the date of such allowance to dispose of such goods. Under no circumstances are goods to be returned to Seller unless Buyer has written permission of Seller to do so. A claim that goods are nonconforming shall not entitle Buyer to deduct any sum from any invoice unless such claim has been allowed in writing. Invoices shall be paid in full in accordance with the terms of sale and, in the event of subsequent allowance of any claim, Seller shall promptly make payment to Buyer for the amount so allowed.
4. NO ACTION OR SUIT TO ENFORCE BUYER’S RIGHT’S OR REMEDIES ARISING FROM THIS SALE SHALL BE COMMENCED LATER THAN ONE YEAR FROM THE DATE OF SHIPMENT.
5. PRODUCTS DESCRIBED AS “SHOP”, “MILL SECONDS” (M.S.), “REJECTS”, “BLOWS”, “POPS”, “MISMANUFACTURE”, “UTILITY”, “NOT-CERTIFIED” (N.C.), “PLY-CRATE”, “CRATING”, “POT-LINER”, “BLANKS”, “ECONOMY”, “DUNNAGE”, “FALLDOWN”, “DAMAGE”, “FRAMING”, “TRIM STOCK”, “OFF-GRADE”, OR OTHER SIMILAR DESIGNATIONS ARE SOLD “AS IS”, WITHOUT RECOURSE AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED. SELLER SHALL NOT BE RESPONSIBLE FOR ANY DEFECT, LOSS, DAMAGE OR INJURY CAUSED BY SUCH PRODUCT.
6. DELIVERY TO CARRIER AT POINT OF ORIGIN SHALL CONSTITUTE DELIVERY TO BUYER AND THEREAFTER THE SHIPMENT SHALL BE AT BUYER’S RISK. All claims for loss or damage in transit must be filed against the carrier by Buyer. Buyer shall pay freight, unless prepaid, and shall unload shipments promptly. Any increase in freight rates for shipments whether prepaid or not and all demurrage shall be borne by Buyer.
7. In the event of any delay in Seller’s performance due to fire, explosion, strike, or other difference with a workman, shortage of utility, facility, material or labor, delay in transportation, breakdown or accident, compliance with or other action taken to carry out the intent or purpose of any law or regulation, or any cause beyond Seller’s reasonable control, Seller shall have such additional time within which to perform this agreement as may be reasonably necessary under the circumstances and shall have the right to apportion its production among its customers in such manner as Seller may consider to be equitable.
8. This agreement shall be governed in all respects by the laws of the state of Oregon. The prevailing party in any litigation shall be entitled to recover all expensesof litigation, including reasonable attorney’s fees at trial and on any appeal or petition for review. Venue in any lawsuit shall lie exclusively in federal or state courts in Oregon. Buyer submits to the personal jurisdiction of any Oregon State or Fedaral court in which litigation is brought arising directly or indirectly out of this agreement. Any lawsuit by Buyer arising out of this agreement must be commenced within one (1) year of the accrual of the claimed cause of action.
9. Any different or additional items or conditions proposed by Buyer in variance form the terms of this invoice are not binding unless accepted in writing by Seller
WARNING: IRRITANT Many building products, such as interior paneling, particleboard, and medium density fiberboard contain urea-formaldehyde resins and may release formaldehyde vapors in low concentrations. Formaldehyde can be irritating to the eyes and upper respiratory system, especially to susceptible persons such as those with allergies or respiratory ailments. Use with adequate ventilation. If symptoms develop, consult your physician.