Terms and Conditions

ALL PURCHASES WHICH HAVE PREVIOUSLY BEEN MADE OR WHICH ARE HEREAFTER MADE SHALL BE SUBJECT T0 THE FOLLOWING TERMS AND CONDITIONS (“Agreement”). This Agreement is annexed to and shall be expressly incorporated into all purchase orders, sales orders and agreements to purchase materials, products and services from Marine Lumber Company (“Order”).  In the event of any contrary, contradicting, inconsistent or ambiguous terms of any Order, including without limitation any customer terms and conditions set forth in any Order (including any exhibits thereto), the terms of this Agreement shall supersede and control in all respects.

  1. To the maximum extent permitted by law, Marine Lumber Company disclaims any and all warranties, whether written or oral, and whether express, implied, statutory or otherwise, including without limitation, any implied warranties of merchantability or fitness for a particular purpose, and/or any warranties arising from course of dealing or usage of trade. Marine Lumber Company employees or agents are not authorized to make any warranties on behalf of Marine Lumber Company.

 

  1. Marine Lumber Company and its principals, officers, directors, partners, employees, affiliates, agents and insurers (collectively “Marine Lumber Parties”), shall not be liable for, and to the fullest extent permitted by law, the applicant or customer executing this Agreement (the “Purchaser”) hereby agrees to hold harmless, indemnify, protect and defend (with counsel of Marine Lumber Company’s choosing) Marine Lumber Parties from, any/all demands, claims, actions, lawsuits, settlements, judgments, fines, penalties, losses or expenses, including, but not limited to, attorney’s fees, costs and interest, for damages relating to bodily or personal injury, death, destruction or loss of property, loss of use, lost production, lost revenue, breach of warranty, breach of fiduciary duty, misrepresentation, and/or any other kind of damage or harm (collectively, “Claims’) arising out of or relating to all products, materials or work provided by Marine Lumber Company, or any act or omission of Purchaser in connection with the Agreement (including, without limitation, activities on Marine Lumber Company’s premises).

 

  1. Purchaser hereby waives Claims against Marine Lumber Company for consequential damages arising out of or relating to all products, materials or work provided or performed pursuant to this Agreement, including, but not limited to, any/all damages for loss of use, lost profit, lost production and/or lost revenue, regardless of the cause. In no event shall Marine Lumber Company or Marine Lumber Parties be liable for special, indirect, exemplary or punitive damages, all of which are hereby waived.  Marine Lumber Company’s liability, and any damages available to Purchaser, shall be limited to the amount paid by Purchaser to Marine Lumber Company.

 

  1. In the event Purchaser sells, transfers or changes the ownership or legal structure of its business, Purchaser agrees to provide written notice thereof to the credit department of Seller, which notice must actually be received. Until Purchaser provides such notice, Purchaser agrees to be liable for all purchases and/or account balances made on an account. Marine Lumber Company may rely on the apparent authority of any employee or agent of Purchaser.  In no event may Purchaser assign its rights or obligations under this Agreement without the prior written consent of Marine Lumber Company.

 

  1. Any credit availability decisions with respect to the extension and continuation of credit shall be at the sole discretion of Marine Lumber Company. Marine Lumber Company may terminate credit availability at its discretion without notice. 

 

  1. Unless otherwise agreed to by Marine Lumber Company, in writing, all transactions with Marine Lumber Company are subject to Marine Lumber Company’s standard credit terms, which are half percent ten, net thirty. All taxes arising from the sale of products, materials or services shall be paid by Purchaser.

 

  1. If the Purchaser fails to keep its account current, Marine Lumber Company may suspend performance of all future services or delivery of materials until Purchaser’s account is paid in full. All fees, costs, and expenses incurred as a result of Purchaser’s default hereunder, including reasonable attorney’s fees, shall be paid by the purchaser without the need to bring suit, including fees and costs incurred outside of court or in bankruptcy.All returned checks are subject to a thirty-five dollars non-sufficient funds charge. A finance charge of one and a half percent per month (eighteen percent per annum) will be charged on all past due accounts.

 

  1. In the event of an interruption in the business of Marine Lumber Company caused by strikes, labor, disturbances, lockout, riot, fire, terrorism, pandemic, act of God, or any other cause beyond Marine Lumber Company’s control, Marine Lumber Company may, at its option: (a) terminate the Agreement in whole or in part as to any undelivered portion of the products, materials, or services; and/or (b) suspend, in whole or in part, deliveries of the products, materials or services pursuant to the Agreement during the continuance of and to the extent of such cause. In the event of the termination of this Agreement pursuant to this provision, Purchaser shall remain liable for payment for all products, materials or services provided by Marine Lumber Company prior to the date of such termination.

 

  1. Any delivery and shipping dates identified by Marine Lumber Company constitute Marine Lumber Company’s good faith estimate(s) and Marine Lumber Company shall not be liable or responsible for failure to meet any specific delivery or shipping dates. Unless otherwise instructed by Purchaser and agreed to by Marine Lumber Company, Marine Lumber Company shall select the method of shipping and packing.

 

  1. Except as otherwise expressly agreed to by Marine Lumber Company, all pricing, shipping and delivery terms are F.O.B. destination for products or materials hauled by Marine Lumber Company, and F.O.B. point of shipment for products or materials hauled by Purchaser or a third-party carrier. Purchaser shall assume all risk of loss and pay all costs of insurance for the products and materials sold upon Marine Lumber Company’s delivery thereof to carrier for delivery, or Purchaser’s taking possession of the products or materials, whichever is first to occur. Purchaser is solely responsible for notifying the carrier as to any damage to or loss in transit of products or materials.

 

  1. To secure the payment of all amounts due Marine Lumber Company, the Purchaser hereby grants Marine Lumber Company a security interest in all goods purchased by Purchaser from Marine Lumber Company and/or services provided by Marine Lumber Company, including all accounts receivable arising from the sale of said goods, proceeds and products thereof. Upon default, Marine Lumber Company may exercise any and all rights and remedies provided by law, including without limitation the filing of a lien pursuant to applicable law), and may require Purchaser to assemble the collateral and make it available to Marine Lumber Company at any reasonable place designated by Marine Lumber Company. 

 

  1. All sales, transactions, shipments and provision of services and other business between Purchaser and Marine Lumber Company are subject to regulation by the United States Government subject and apart from any requirements of Purchaser or Marine Lumber Company. Furthermore, the Purchaser expressly authorizes Marine Lumber Company to use a copy of this Agreement for any and all reporting, filing, or other requirements under such pertinent laws and regulations.

 

  1. Invalidation or a holding of unenforceability of any provision of this Agreement shall not affect any other provisions hereof, and such other provisions shall remain in full force and effect. This Agreement shall be construed, interpreted, and enforced in accordance with the laws of the state of Oregon.  Venue for the resolution of any dispute shall be the state and federal courts located in Multnomah County, Oregon.  If any conflict should arise between this Agreement and any other Order or terms and conditions, this Agreement shall control.  Waiver of a breach of any provision shall not constitute a waiver of any succeeding breach of such provision or of the provision itself. No modification or amendment of the Agreement shall be binding on Marine Lumber Company unless such modification or amendment is in a writing signed by duly authorized representatives of both Marine Lumber Company and Purchaser, which specifically references the Agreement and states in definite terms that the parties intend to modify the Agreement.  Marine Lumber Company’s acceptance of any Order is limited to the terms of this Agreement and any terms or conditions stated in any purchase order or any terms and conditions set forth therein are hereby rejected.