Terms and Conditions

These Standard Terms and Conditions of Sale ("Terms and Conditions") govern all sales of products (“Products”) by OREGON PHYSICS, LLC ("Seller") to its customers (any such customer being referred to herein as "Buyer"). By submitting an order to purchase Products from Seller, Buyer agrees to be bound by these Terms and Conditions upon Seller's written acceptance of such order. These Terms and Conditions supersede and control over any terms or conditions set forth in Buyer's order or any other communication by Buyer, and any such terms or conditions shall not be binding or effective against Seller unless agreed to in writing by Seller.

  1. THE PRODUCTS ARE INHERENTLY DANGEROUS--BUYER ASSUMES ALL RISK

The Products manufactured and sold by Seller are inherently dangerous, and the installation, maintenance, service, and use of the Products all involve substantial risk of electric shock and of other harm and damage to persons and property. SELLER WILL NOT, AND CANNOT, PROVIDE INSTRUCTION OR ASSISTANCE SUFFICIENT TO GUARANTEE THE SAFE INSTALLATION, MAINTENANCE, SERVICE, OR USE OF THE PRODUCTS. BUYER ACKNOWLEDGES THE INHERENT RISKS OF THE PRODUCTS AND AGREES THAT BUYER IS WHOLLY RESPONSIBLE FOR ANY AND ALL RISKS ARISING OUT OF OR RELATED TO THE INSTALLATION, MAINTENANCE, SERVICE, AND USE OF THE PRODUCTS. Any instruction or assistance provided by Seller (whether written, verbal, or in any other form) is incomplete and supplemental only and may not be relied upon by Buyer or any other person. Buyer agrees to assume all risk related in any way to the installation, maintenance, service, and use of all Products ordered by Buyer and any system or equipment in which any such Product may be installed or with which any such Product may be used. Seller gives no warranty with respect to the installation, maintenance, service, or use of any Product or any system or equipment in which any Product may be installed or with which any Product may be used.

  1. BUYER'S WARRANTY OF EXPERTISE

Buyer acknowledges and agrees that a high degree of knowledge, skill, and other expertise is necessary and required to safely, properly, and lawfully install, maintain, and use the Products. Buyer represents and warrants to Seller that Buyer has all knowledge, skill, and other expertise necessary to safely, properly, and lawfully install, maintain, service, and use the Products ordered by Buyer, as well as any system or equipment in which any such Product may be installed or with which any such Product may be used. Buyer acknowledges that Seller is relying upon Buyer's representations and warranties and that Seller would not accept any order from Buyer or sell any Product to Buyer if Buyer did not have all knowledge, skill, and other expertise necessary to safely, properly, and lawfully install, maintain, service, and use such Products, as well as any system or equipment in which any such Product may be installed or with which any such Product may be used.

  1. BUYER'S GUARANTY AND INDEMNITY

Buyer guarantees to Seller the safe, proper, and lawful installation, maintenance, service, and use of all Products ordered by Buyer as well as any system or equipment in which any such Product may be installed or with which any such Product may be used. Buyer agrees to indemnify, defend, and hold Seller harmless from and against any and all claims asserted or threatened against Seller arising out of, connected with, or resulting from the installation, maintenance, service, or use of any Product (or any portion thereof) purchased by Buyer. Buyer shall provide prompt written notice to Seller of any such claim. Any such notice shall be delivered to Seller by FedEx or UPS at the following address: Oregon Physics LLC, 15236 NW Greenbrier Parkway, Beaverton, OR 97006. Any such notice also shall be delivered to Seller by email to the following email address: admin@oregon-physics.com. Buyer's obligations under this Section 3 shall not in any way be reduced, limited, modified, released, waived, or otherwise affected by any instruction or assistance provided by Seller (whether written, verbal, or in any other form).

  1. ACCEPTANCE OF ORDERS BY SELLER

All orders are subject to acceptance in writing by Seller. Any written acknowledgement of receipt of an order shall not, in and of itself, constitute such acceptance. Seller in its sole discretion may allocate sales and limit quantities of selected Products among its customers. Product specifications and availability are subject to change without prior notice.

  1. CANCELLATION/RESCHEDULING OF ORDERS

(a) No order accepted by Seller may be cancelled by Buyer except with Seller's prior written consent. Under no circumstance may Buyer cancel (i) any order after such order has been submitted by Seller to the shipment carrier; or (ii) any order for a "Non-Standard Product" or a Product designated as "NC/NR" or "Non-Cancellable/Non-Returnable" by Seller. A "Non-Standard Product" is any Product that is the subject of a special order, custom order, or order for any non-standard Product, any Product not customarily in stock, or any valueadded Product. Seller in its sole discretion may designate as "NC/NR" or "Non-Cancellable/Non-Returnable" any Product that Seller obtains or manufactures specifically for Buyer.

(b) If any order is cancelled or otherwise withdrawn, then (i) Seller shall retain all advance payments received by Seller with respect to such order, and Buyer shall forfeit and surrender all right, title, and interest in and to all such payments; and (ii) Buyer shall pay to Seller an additional cancellation charge in an amount equal to the total expenses incurred and commitments made by Seller with respect to such order. The foregoing shall not limit any other remedy Seller may have as a result of such cancellation or other withdrawal.

(c) Any request by Buyer to reschedule any order is subject to acceptance by Seller in its sole discretion. Buyer may not reschedule an order after the order has been submitted by Seller to the shipment carrier.

  1. RETURNS

(a) Buyer may not return any Product except with Seller's prior written consent. Buyer may not return any "Non-Standard Product" or any Product designated as "NC/NR" or "Non-Cancellable/Non-Returnable" except with the prior written consent of Seller and any applicable suppliers to Seller.

(b) Buyer may not return any Product that was not originally shipped from Seller or from a supplier at Seller's direction (drop-ship). By returning any Product to Seller, Buyer represents, warrants, and certifies that such Product was purchased from Seller and that no portion of such Product has been substituted or replaced, in whole or in part, by any products or materials purchased or otherwise acquired from any manufacturer, supplier, or distributor other than Seller.

(c) All returns are subject to acceptance by Seller in its sole discretion. Seller will not consent to or accept the return of any Product that is not in salable condition. All returns should be in the original packaging (manufacturer or Seller), in unused condition (except defective). ESD sensitive products should not be opened except under controlled conditions.

(d) Except as otherwise provided in these Terms and Conditions, Seller will accept returns only in exchange for credit against future Product purchases, and Seller will not refund or return any portion of any payment made by Buyer. If Buyer returns any Product, then (i) Buyer will pay Seller a return charge in an amount equal to the total expenses incurred by Seller with respect to such return, including without limitation any cost necessary to re-sell the returned Product or restore the returned Product to Seller's regular inventory; and (ii) Seller will credit Buyer a certain amount against future Product purchases, which amount shall be determined by Seller in its sole discretion based upon its assessment of the salability of the returned Product.

  1. PRICES

Orders are billed at the prices in effect at the time of shipment. Prices will be as specified by Seller and will be applicable for the period specified in Seller's quote. If no period is specified, quoted prices will be applicable for thirty (30) days. Prices are exclusive of taxes, import duties, customs charges, impositions, and other charges, including sales, use, excise, value-added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent's and broker's fees, bank fees, consular fees, and document fees.

  1. PAYMENT

(a) Buyer agrees to pay the entire net amount of each invoice from Seller pursuant to the terms of such invoice, without offset or deduction. Invoices not paid when due will bear interest from the invoice date to the date of payment at the annual rate of eighteen percent (18%) or, if lower, the maximum interest rate permitted under applicable law. If Buyer fails to make any payment when due or if Seller reasonably believes that Buyer's ability to timely make any payment may be materially impaired, then Seller may suspend or cancel delivery of Buyer's order or any portion thereof. Notwithstanding any such cancellation or suspension by Seller, Buyer will remain liable to Seller for the entire invoiced amount applicable to any Non-Standard Product, any Product designated as "NC/NR" or "Non-Cancellable/Non-Returnable" by Seller, and any Product already shipped.

(b) All payments must be made in U.S. Dollars, unless otherwise agreed to in writing by Seller at the date of Seller's acceptance of the order. All payments must be made in the manner and by the means specified in writing by Seller. Orders are subject to credit approval by Seller, which may in its sole discretion establish or change the terms of Buyer's credit at any time. Seller may require payment in cash, bank wire transfer/EFT, or by official bank check, and/or require payment of any or all amounts due or to become due for Buyer's order before shipment of any or all of the ordered Products. Buyer agrees to submit such financial information as Seller may reasonably request for the determination or continuation of any credit terms.

(c) Any payment received from Buyer may be applied by Seller against any obligation owing by Buyer to Seller under this or any other contract, regardless of any statement appearing on or referring to such payment, without discharging Buyer's liability for any additional amounts owing by Buyer to Seller. The acceptance by Seller of any such payment shall not constitute a waiver of Seller's right to pursue the collection of any remaining balance. If Buyer fails to make any payment when due, Seller may pursue any legal or equitable remedies available to it, in which event Seller shall be entitled to reimbursement of all costs of collection, including its reasonable attorneys' fees.

  1. TAXES

(a) U.S. Shipments: When required by law Seller will collect Federal, State and/or Local sale, use, excise, and other taxes that apply to a Buyer's shipment. These taxes are in addition to the purchase price of the Products subject to an order. Buyer will remit the correct tax unless Buyer is tax exempt and Seller has a valid signed tax exemption certificate on file.

(b) INTERNATIONAL Shipments: All applicable VAT, PST, HST, and/or GST charges along with brokerage fees will be the responsibility of the Buyer and due at the time of delivery.

  1. DELIVERY AND TITLE

(a) All shipments by Seller are F.O.B. point of shipment from Seller's facility at 15236 NW Greenbrier Parkway, Beaverton, OR 97006, and the amount of all transportation charges will be paid to Seller by the Buyer in addition to the purchase price of the Products, unless the Buyer has made advance arrangements for shipping costs to be charged directly to the Buyer’s account with the carrier. Subject to Seller's right of stoppage in transit, delivery of the Products to the carrier will constitute delivery to Buyer and title and risk of loss will pass to Buyer at that time.

(b) Seller will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Buyer's requested delivery date. Buyer acknowledges that any delivery date provided by Seller is an estimate only, and Buyer agrees that Seller will not be liable for any failure to deliver on any such date. Selection of the carrier and delivery route will be made by Seller unless specifically designated in writing by Buyer. Seller reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle Buyer to cancel any other installment. Delivery of any installment of Products within thirty (30) days after the date requested will constitute a timely delivery. Delivery of a quantity that varies from the quantity specified shall not relieve Buyer of the obligation to accept delivery of and pay for the Products delivered.

  1. IN TRANSIT CLAIMS

Claims for damage or shortage in transit must be made against the carrier by the owner of the shipment according to the F.O.B terms of Seller's acceptance of the order. Buyer has the responsibility to inspect shipments before or during unloading to identify any such damage or shortage and see that appropriate notation is made on the delivery tickets or an inspection report furnished by the local agent of the carrier in order to support a claim.

  1. COMPLIANCE WITH APPLICABLE LAW

(a) In each place where Buyer imports, stores, installs, maintains, services, or uses any Product (or any system or equipment in which any Product may be installed or with which any Product may be used), Buyer will comply with all applicable laws and regulations governing, restricting, or otherwise relating to the importation, storage, installation, maintenance, servicing, or use of any Product (or any system or equipment in which any Product may be installed or with which any Product may be used). Buyer will not install, maintain, service, or use any Product (or any system or equipment in which any Product may be installed or with which any Product may be used) in any place where Buyer's compliance with any applicable law or regulation would prevent or prohibit Buyer from conducting any such activities in a safe and proper manner and by safe and proper means.

(b) Seller will comply with applicable United States federal, state, and local laws and regulations concerning the manufacture, sale, and export of the Products.

  1. SELLER'S LIMITED WARRANTY

(a) Seller manufactures its hardware Products from parts and components that are new or equivalent to new in accordance with industry-standard practices. For a period of ninety (90) days beginning on the invoice date, Seller warrants that the hardware Products manufactured and sold by Seller will be free from defects in materials and workmanship. Seller may warrant that certain Products manufactured and sold by Seller, including Hyperion sources, Heat Exchanger Units, Variable RF Generators (VRG), and Ignitor Units (but excluding the consumable components of these systems) will be free from defects in materials and workmanship for a period twelve (12) months from the invoice date of the invoice; provided, however, that any such warranty shall be effective only if and to the extent made in writing by Seller. With respect to Products not manufactured by Seller (i.e., supplier or vendor Products), Seller gives no warranty, but Seller agrees to transfer to Buyer whatever transferable warranties, if any, Seller may receive from the manufacturer of such Products. SELLER GIVES NO WARRANTY WITH RESPECT TO THE INSTALLATION, MAINTENANCE, SERVICE, OR USE OF ANY PRODUCT OR ANY SYSTEM OR EQUIPMENT IN WHICH ANY PRODUCT MAY BE INSTALLED OR WITH WHICH ANY PRODUCT MAY BE USED. Buyer must notify Seller of any defective Product within 90 days from the date of shipment of such Product. If a Product does not meet the limited warranty set forth in this Section 13, Seller shall, at its option, either (i) refund the purchase price paid by Buyer for such Product (without interest), or (ii) repair or replace the Product, provided, however, that any repaired or replacement Product shall have no additional warranty period.

(b) Seller's obligations under Section 13(a) do not apply to any Product that (i) has been stored, installed, maintained, serviced, used, or repaired in an unsafe, improper, or unlawful manner or by any unsafe, improper, or unlawful means; (ii) has been modified or altered in a manner not expressly and specifically authorized by Seller in writing; (iii) has been serviced in a manner not expressly and specifically authorized by Seller in writing; (iv) has been involved in any accident; (v) has been subjected to any other kind of abuse, misuse, or other detrimental conditions, including static discharge, problems with electrical power, and the use of parts and components not supplied by Seller; or (vi) is normally consumed in operation.

(c) This Section 13 sets forth the exclusive rights and obligations of Buyer and Seller with respect to any defective or nonconforming Product, and upon the expiration of the limited warranty period described in Section 13(a), all such rights and obligations shall terminate. The limited warranty set forth in this Section 13 is in lieu of any and all other warranties, whether oral, written, statutory, express, or implied, and Seller makes no other warranty, express or implied, with respect to any Product manufactured or sold by Seller. SELLER MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR RESPECTING INFRINGEMENT, AND NO IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR INFRINGEMENT SHALL APPLY.

  1. WAIVER AND LIMITATION OF LIABILITY

(a) EXCEPT AS PROVIDED IN SECTION 13 OF THESE TERMS AND CONDITIONS, SELLER SHALL NOT BE LIABLE FOR ANY LOSS, LIABILITY OR CLAIMS OF ANY KIND--WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR PATENT INFRINGEMENT), STRICT LIABILITY, EQUITY, QUASI-CONTRACT, OR OTHERWISE--ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THESE TERMS AND CONDITIONS OR THE MANUFACTURE, SALE, DELIVERY, RESALE, REPAIR, REPLACEMENT, OR USE OF ANY PRODUCT (OR ANY SYSTEM OR EQUIPMENT IN WHICH ANY PRODUCT MAY BE INSTALLED OR WITH WHICH ANY PRODUCT MAY BE USED) OR THE FURNISHING OF ANY SERVICE, INSTRUCTION, ADVICE, OR OTHER ASSISTANCE, AND BUYER HEREBY EXPRESSLY WAIVES ANY AND ALL CLAIMS AND RELEASES SELLER FROM ANY AND ALL SUCH LOSS AND LIABILITY.

(b) IN NO EVENT--WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR PATENT INFRINGEMENT), STRICT LIABILITY, EQUITY, QUASI-CONTRACT, OR OTHERWISE--SHALL SELLER BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES RESULTING FROM LOSS OF PROFIT OR REVENUE, RECALL COSTS, CLAIMS FOR SERVICE INTERRUPTIONS OR FAILURE TO SUPPLY DOWNTIME, TESTING, INSTALLATION OR REMOVAL COSTS, COSTS OF SUBSTITUTE PRODUCTS, PROPERTY DAMAGE, PERSONAL INJURY, DEATH OR LEGAL EXPENSES.

(c) If Seller provides Buyer with any instruction, advice, or other assistance concerning any Product (or any system or equipment in which any Product may be installed or with which any Product may be used), the furnishing of such instruction, advice, or other assistance shall not subject Seller to any liability, whether in contract, warranty, tort (including negligence or patent infringement), strict liability, equity, quasi-contract or otherwise.

  1. RoHS COMPLIANCE AND LEAD-FREE POLICY

Seller may under certain circumstances identify and offer products to the Buyer as "RoHS Compliant" or "Lead Free". Seller relies solely on component manufacturers and suppliers for identification of RoHS Compliance and for absence of lead, and Seller performs no testing and makes no warranty, certification, or declaration with respect thereto. Relevant documents and other evidence received from component manufacturers and suppliers will be filed and maintained for at least four years from the date of receipt. Seller defines the term "RoHS" as supplier-declared compliance to all restricted hazardous substance regulations under the ELV, WEEE, or RoHS EU directives, regulations or laws. Seller defines the term "Lead Free" as pertaining to any product that has been declared by a supplier to be "Lead Free". All statements by Seller of RoHS compliance are based on producer documentation.

  1. PRODUCT COUNTRY OF ORIGIN

Except as otherwise specified by Seller, the Products manufactured by Seller are built, assembled, and tested in the United States of America from raw materials and subcomponents provided by Seller's suppliers. On occasion, suppliers do not provide Seller with information concerning the country of origin of each raw material or subcomponent that is incorporated into the final Product manufactured by Seller. Seller gives no warranty with respect to the country of origin of any raw material or subcomponent.

  1. FORCE MAJEURE

Seller will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots or war. Seller's time for delivery or performance will be extended by the period of such delay, or Seller may, at its option, cancel any order or remaining part thereof, without liability by giving notice to Buyer.

  1. GENERAL

These Terms and Conditions may not be modified or cancelled without Seller's written agreement. No right, duty, obligation, or agreement set forth in or arising under these Terms and Conditions may be assigned or transferred, whether by operation of law, merger, or otherwise, without the prior written consent of Seller. The obligations, rights, terms, and conditions set forth herein are binding upon Buyer and Seller and their respective successors and assigns. The waiver or breach of any term, condition, or covenant hereof, or default under any provision hereof, will not be deemed to constitute a waiver of any other term, condition, or covenant contained herein, or of any subsequent breach or default of any kind or nature. Any provision of these Terms and Conditions which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction, or affecting the validity or enforceability of such provision in any other jurisdiction. These Terms and Conditions and the construction, interpretation, application, and enforcement of these Terms and Conditions or any provision hereof shall be governed by the laws of the state of Oregon, other than its conflicts of law, and the applicable laws of the United States. THE PROVISIONS OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT BE APPLICABLE TO THIS AGREEMENT. Any lawsuit, arbitration, or other action or proceeding to construe, interpret, apply, or enforce these Terms and Conditions, or any provision hereof, shall be conducted and take place in Multnomah County or Washington County located in the state of Oregon, and Buyer and Seller consent and waive any objection to the personal jurisdiction of the United States federal and state courts located therein.

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