1.  TERMS:  The rootstock shall be sold for the price stated on the invoice at the time of shipment.  For established customers all amounts owing to Seller for sale of the rootstock are payable in full 30 days after the date of the Seller’s original invoice.  All others, a 25% deposit is required to confirm the order and the balance paid prior to shipment.  Seller may demand immediate payment at any time after delivery and without notice if, in Seller’s discretion, Buyer’s financial condition warrants such action.  Seller shall be entitled to a  late payment penalty on the delinquent payments at the rate of 1-1/2 percent per month.
 
2.  TAXES:  Buyer is responsible for all Sales, Use or other taxes, whether federal, state or local.  Buyer shall reimburse Seller for any such taxes paid by Seller.
 
3.  CANCELLATIONS:  Orders may not be cancelled without the written consent of Willamette Nurseries, Inc.  Deposits shall be returned based on the terms of the cancellation and if made prior to December 1.
 
4.  SHIPMENTS:  All shipments are F.O.B. Seller’s place of business, Canby, Oregon.  Title and risk of loss pass to buyer at F.O.B. point unless otherwise expressly agreed in writing.  Seller shall ship by the method Seller deems to be appropriate unless otherwise instructed by Buyer in writing.  Seller assumes no responsibility for delay, damage, destruction or breakage after delivery has been made to carrier.  All claims for delay, damage, destruction or breakage shall be made to the responsible carrier.  Buyer shall pay all freight costs and expenses.
 
5.  CLAIMS:  Buyer shall inspect the rootstock immediately upon receipt.  Buyer shall notify Seller of any claim against Seller arising out of or in connection with any order within six (6) business days or receipt of the rootstock.
 
6.  WARRANTY:  Seller warrants the rootstock to be delivered true to name.  Should any rootstock be delivered untrue to name, Seller’s liability shall be limited to replacement or refund of no greater than the purchase price.  THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR OBLIGATIONS, EXPRESSED OR IMPLIED.  SELLER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  BUYER AGREES THAT IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOSS OF USE OR OTHER ECONOMIC LOSS.  EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER DISCLAIMS ALL OTHER LIABILITY TO THE BUYER OR ANY OTHER PERSON IN CONNECTION WITH THE SALE, USE OR PERFORMANCE OF THE ROOTSTOCK SOLD HEREUNDER.
 
7.  ASSIGNMENTS:  Buyer shall not assign Buyer’s obligations arising out of or in connection with the sale of the rootstock without Seller’s expressed written consent.
 
8.  ATTORNEY FEES:  If payments are not made when due, Buyer shall pay all Seller’s collection costs and expenses, including reasonable attorney fees, whether or not suit is instituted.  The prevailing party shall be entitled to collect reasonable attorney fees in action or preceding to enforce any obligation arising out of sale of the rootstock, including any trials or appeals.
 
9.  AGREEMENT OF SALE:  Buyer’s acceptance of the rootstock constitutes acceptance of these Terms and Conditions.  Any of the terms, conditions, or provisions of Buyer’s order which are inconsistent with these Terms and Conditions are not binding on Seller.
 
10.  CHANGES:  No waiver, alteration or modification of any of the Terms and Conditions shall bind Seller unless made in writing and signed by Seller.
 
11.  GOVERNING LAW:  Any and all questions and controversies arising out of sale of the rootstock, including these Terms and Conditions, shall be governed by the laws of the State of Oregon.  Exclusive jurisdiction and venue for all legal actions concerning this agreement and sale of the rootstock shall be in the appropriate courts of Clackamas County, Oregon.