Each sales order, invoice, or Sales Contract issued by Murphy Commodities shall be subject to the Terms and Conditions set forth below, together with any written information contained in each order, invoice or Sales Contract ("collectively the Agreement").
These Terms and Conditions apply to any goods ordered or purchased from Murphy Overseas U.S.A. Trading, LLC., an Oregon Limited Liability Corporation dba Murphy Commodities by the buyer ("Buyer") indicated on the purchase order or other communication from Buyer relating to the goods. These Terms are incorporated by reference into any sales order, invoice, or Sales Contract issued by Murphy Overseas U.S.A. Trading, LLC.
3. Limitation of Warranty.
Murphy Overseas U.S.A. Trading, LLC warrants that the goods conform to the grade and quantity specified in the sales order, invoice, or Sales Contract at the time of shipment. THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE EXPRESSLY DISCLAIMED.
4. Limitation of Liability.
Murphy Overseas U.S.A. Trading, LLC's LIABILITY SHALL BE LIMITED TO THE FOLLOWING IN ITS ABSOLUTE DISCRETION: THE COST OR REPLACEMENT OF DULY REJECTED GOODS AT THE POINT OF DELIVERY AS SPECIFIED IN THE SALES CONTRACT, ORDER OR INVOICE WITHIN A REASONABLE PERIOD OF TIME FOLLOWING PROPER AND TIMELY REJECTION BY BUYER. IN NO EVENT SHALL THIS EXCEED THE AMOUNT PAID TO OR THAT OTHERWISE WOULD BE DUE Murphy Overseas U.S.A. Trading, LLC UNDER THE SALES CONTRACT, ORDER OR INVOICE HAD CONFORMING GOODS BEEN DELIVERED. UNDER NO CIRCUMSTANCES SHALL Murphy Overseas U.S.A. Trading, LLC BE LIABLE TO BUYER FOR SPECIAL,
INCIDENTAL, MULTIPLE, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE WHATSOEVER,
ARISING FROM OR IN CONNECTION WITH THE SALES CONTRACT, ORDER OR INVOICE, OR GOODS SOLD, WHETHER BASED ON DELAY IN SHIPMENT, NONCONFORMITY OF GOODS, OR ANY OTHER ALLEGED OMISSION OR ACT BY Murphy Overseas U.S.A. Trading, LLC, AND WHETHER BASED IN CONTRACT, TORT, STRICT LIABILTY OR OTHERWISE.
If Buyer breaches or is otherwise in default under the sales contract, order or invoice, or under any other
contract between the parties hereto, Murphy Overseas U.S.A. Trading, LLC at its option may defer delivery of goods until the default is cured, or may treat the default as a repudiation by Buyer
of the Order in its entirety, resell the goods and hold Buyer liable for such damages as Murphy Overseas U.S.A. Trading, LLC may incur, including consequential and incidental damages. Buyer’s insolvency shall be a default under the Sales Contract, order or invoice.
6. Force Majeure.
Murphy Overseas U.S.A. Trading, LLC shall be free from any liability for delay or failure in
shipment arising from lockouts, strikes, labour troubles of any kind, accidents, perils of the
sea, fire, earthquake, civil commotion, war or its consequences, government acts,
restrictions or requisitions, failure of manufacturers or suppliers to deliver, bankruptcy or
insolvency of manufacturers or suppliers, suspension of shipping facilities, act or default
of carrier or any other contingency of whatsoever nature beyond Seller’s control affecting
production, transportation, loading, forwarding or unloading, including
disturbances existing on the date of the Sales Contract, order or invoice. In such a situation, if shipment or delivery is
not made during the period contracted for, Buyer shall accept delivery under the Sales Contract, order or invoice
when shipment is made; provided, however, Buyer shall not be obligated to accept delivery if shipment is not made within a reasonable time after the cessation of said impediments or causes.
7. Trade Terms.
Except to the extent these terms and conditions expressly provide for a different
trade terms (FOB, FAS, CIF, etc) shall be interpreted as follows: (a) For goods to be
shipped to a destination within the United States, trade terms shall be defined in accordance with the
Oregon Uniform Commercial Code. (b) For goods to be shipped to a destination outside the United States,
trade terms shall be defined in accordance with
the International Rules for the Interpretation of Trade Terms, as published by the
International Chamber of Commerce and in effect as of the date of the Sales Contract, order or invoice.
Any controversy or claim arising out of, or relating to the Sales Contract, order or invoice or these General Terms and Conditions, or any
breach thereof, shall be brought solely in the state court sitting within Washington County, Oregon. These shall be resolved by binding arbitration in accordance with the commercial arbitration rules of the Arbitration Services of Portland, and judgment upon the award rendered
by the arbitrator shall be entered in any court
having jurisdiction thereof. The parties hereby agree any arbitration proceedings shall
be conducted in Portland, Oregon U.S.A. with a single, neutral arbitrator, and be resolved by arbitration
administered by the Arbitration Service of Portland, Inc. (“ASP”), under the then effective arbitration rules of ASP, which are incorporated herein by reference. ANY LEGAL ACTION AGAINST Murphy Overseas U.S.A. Trading, LLC IN CONNECTION WITH THE GOODS OR THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR OF THE DATE OF INVOICE. THEREAFTER LEGAL ACTION BY BUYER AGAINST MURPHY OVERSEAS U.S.A. TRADING, LLC SHALL AGAIN NOT BE PERMITTED.
9. Attorneys' Fees.
In the event arbitration is instituted to enforce any provision of this Agreement, the substantially prevailing party shall be entitled to collect from the other party all costs incurred, specifically including any and all reasonable attorneys' fees.
10. Assumption of Liability.
It is understood and agreed that Buyer assumes all risks and liabilities resulting from the use of the goods. Murphy Overseas U.S.A. Trading, LLC neither assumes nor authorizes any person to assume for Murphy Overseas U.S.A. Trading, LLC any liability or make any warranty of any kind in connection with the sale or use of the goods.