Terms and Conditions of Sale

  1. General

The following terms and conditions shall govern the sale by Palace Industries Inc. dba Rogue Creamery (“Palace Industries Inc. dba Rogue Creamery” or “Seller”) of orders for cheese products and/or related products and/or standard services (hereinafter “Product”) sold to Customers. Certain additional terms may accompany the Product and shall apply.

By purchasing Products (any items or services supplied by Palace Industries Inc. dba Rogue Creamery) from the Seller, Customer agrees to be bound by and accepts these Terms and Conditions of Sale (referred to throughout as “Terms and Conditions”).

Palace Industries Inc. dba Rogue Creamery reserves the right to add, delete or amend these Terms and Conditions without prior written notice at any time, at Palace Industries Inc. dba Rogue Creamery’s sole discretion.

  1. Products

Product availability may be limited. Products ordered may not be available for immediate delivery. Palace Industries Inc. dba Rogue Creamery reserves the right, without liability or prior notice, to revise or cease to make available any or all Products. If a product is not or may not be available Seller will notify customer via Order Confirmation. If there are any revisions to or cessation of Products, Palace Industries Inc. dba Rogue Creamery will notify the Customer.

  1. Acceptance

Customer’s order to purchase the Products will be subject to Palace Industries Inc. dba Rogue Creamery’s acceptance. When the order is accepted, Seller will provide Customer with an Order Confirmation.

  1. Payment

All orders are subject to credit approval prior to order processing. Standard terms are net (15) days. Terms other than standard must be negotiated and approved by Palace Industries Inc. dba Rogue Creamery.

Prices quoted do not include charges for shipping and handling, and applicable federal and state/provincial taxes. Separate charges for shipping and handling, if applicable will be shown separately on the invoice. Customer is responsible for all sales, use, goods and services, harmonized sales, and other taxes associated with the order. Unless Customer provides Palace Industries Inc. dba Rogue Creamery with a valid and correct tax exemption certificate applicable to the product ship-to location prior to Palace Industries Inc. dba Rogue Creamery’s acceptance of the order, the Customer is responsible for sales and all other taxes associated with the order, however designated, except taxes on Palace Industries Inc. dba Rogue Creamery’s net income. If applicable, a separate charge for taxes will be shown on Palace Industries Inc. dba Rogue Creamery’s invoice.

  1. Export Control

Products purchased or received under these Terms and Conditions of sale shall be subject to export laws and regulations of involved countries. Customer shall comply with those regulations whenever it exports or re-exports controlled products or technical data obtained from Palace Industries Inc. dba Rogue Creamery or any product produced directly from the controlled technical data.

  1. Delivery and Freight Terms

(A) Unless otherwise stated in the quotation the goods identified on the order to which these terms are attached will be delivered to Customer FOB SHIPPING POINT-FREIGHT COLLECT, under the terms stated herein, in good condition and properly consigned.

(B) Where specifically stated in the quotation the following other terms may apply:

FOB DESTINATION – For product quoted FOB destination, Seller will bear the freight costs. Title will pass to the Customer when the product reaches the designated destination.

FOB SHIPPING POINT-FREIGHT ALLOWED – For product quoted FOB shipping point-freight allowed, Seller will bear the freight costs. Title will pass to the Customer when the product leaves the factory.

FOR SHIPPING POINT-FREIGHT PREPAY AND CHARGE – For product quoted FOB shipping point-freight prepay and charged,  the Customer will bear the freight costs. The Seller will prepay the freight costs and add the cost of the freight to the Customer’s invoice. Title will pass to the Customer when the product leaves the factory.

FOB SHIPPING POINT-FREIGHT COLLECT – For product quoted FOB shipping point-freight collect, the Customer will bear the freight costs. The Customer will be responsible for paying the freight which delivers

their product on the terms they negotiate with the freight seller. Title will pass to the Customer when the product leaves the factory.

(C) DAMAGE AND LOSS CLAIMS – For products quoted FOB shipping point, Seller shall not be responsible for loss, shortage or damage after receipt of “in good order” receipts from the transportation company. Seller’s responsibility for loss, shortage or damage ceases with delivery to common carrier, at which time title and risk of loss pass to the Customer, and all claims for loss, shortage, damage or delay must be made to carrier by the Customer. Concealed damage claims must be reported to the carrier within their required time period. Seller will reasonably assist the Customer in securing satisfactory adjustment of any claims.

  1. Force Majeure

Shipping dates are approximate and are based on receipt of complete information with the order. Seller shall not be liable for failure to perform or for delay in performance due to any cause beyond its reasonable control, of fire, flood, strike or other labor difficulty, act of God, act of governmental authority or of the Customer, riot, embargo, fuel energy shortage, car shortage, wrecks or delay in transportation, or inability to obtain necessary labor, materials or manufacturing facilities from usual sources. In the event of delay in performance due to any such cause, the date of delivery or time for completion will be extended by a period of time reasonably necessary to overcome the effect of such delay.  

  1. Return Policies

As a matter of policy, since our products are consumable, Palace Industries Inc. dba Rogue Creamery Product does not accept product returns. Exceptions can be made and are evaluated on a case by case basis.  In the event of a return, the following terms and conditions apply:

Subject to the terms and conditions herein, except for opened products. Products may be returned within fifteen (15) calendar days of your invoice date. A RESTOCKING FEE OF 15% WILL APPLY TO ALL RETURNS EXCEPT WHERE PRODUCT BEING RETURNED IS DEEMED DEFECTIVE BY PALACE INDUSTRIES INC. DBA ROGUE CREAMERY.

All eligible returns require prior authorization by Palace Industries Inc. dba Rogue Creamery. Customer must call Palace Industries Inc. dba Rogue Creamery at 1-866-665-1155 to first get authorization to return (RMA), and Customer must then return the Product within 10 calendar days of being issued the RMA.

All items must be in “as new” condition, in original packaging, and unopened. Palace Industries Inc. dba Rogue Creamery cannot accept product that has been opened. Palace Industries Inc. dba Rogue Creamery reserves the right to inspect returns.

Product must be returned with all shipping and insurance charges pre-paid. Customer will not be reimbursed for such charges, except where Product is being returned because it is deemed defective by Palace Industries Inc. dba Rogue Creamery.

Refunds on purchases made with a credit card will only be credited to the same card.

After receipt and inspection of the Product returned in compliance with all of the above terms, a credit will be issued.

  1. EXCLUSION AND LIMITATION OF LIABILITY

FOR ANY BREACH OF THESE TERMS AND CONDITIONS, PALACE INDUSTRIES INC. DBA ROGUE CREAMERY’S SOLE AND EXCLUSIVE MAXIMUM LIABILITY SHALL NOT IN ANY EVENT EXCEED THE TOTAL PRICE OF THE PRODUCTS ORDERED BY CUSTOMER.

IN NO EVENT WILL PALACE INDUSTRIES INC. DBA ROGUE CREAMERY BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, INCIDENTIAL, SPECIAL DAMAGES OR ECONOMIC LOSS (INCLUDING BUT NOT LIMITED TO LOSS OF PRODUCT, EXPENDITURES, INVESTMENTS, COMMITMENTS OR LOST PROFITS) ARISING FROM ANY CLAIM OR ACTION, INCIDENTAL OR COLLATERALTO, OR DIRECTLY OR INDIRECTLY RELATED TO THE PURCHASE OF THE PRODUCTS HEREUNDER, WHETHER SUCH CLAIM IS BASED IN CONTRACT, STATUTE, TORT, IMPLIED DUTIES OR OBLIGATIONS OR OTHER LEGAL THEORY

  1. Headings

The headings of each of these terms and conditions are for convenience of reference only and shall not form part of these terms and conditions. Such headings shall be ignored in the interpretation or construction of any of these terms and conditions.

  1. No Assignment

Customer may not assign its rights or obligations under this Agreement without the express written consent of Palace Industries Inc. dba Rogue Creamery.

  1. Invalidity of Provisions

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

  1. Governing Law and Jurisdiction

These Terms and Conditions shall be construed in accordance with the laws of the State of Oregon and the laws of the United States applicable therein without regard to principles of conflict of law. Without limiting the foregoing, Customer and Palace Industries Inc. dba Rogue Creamery irrevocably and unconditionally: (a) agree that any suit, action, or other legal proceeding arising out of or relating to these Terms and Conditions or any transaction hereunder must be brought in Jackson County, Oregon, (b) consents to the exclusive jurisdiction of such court in any such suit, action or proceeding ; (c) waives any objection to the laying of the venue of any such suit, action or proceeding in any such courts; and (d) waives any right that it may have to assert the defense of forum non-conveniens in any such suit, action or proceeding.

  1. Indemnity and Insurance

Customer shall at all times indemnify Seller for, defend Seller against, and hold Seller harmless from (i) any liability, loss, damages (including punitive damages), claim, settlement payment, cost and expense, interest, award, judgment, diminution in value, fine, fee, and penalty or other charge arising out of or relating to any act or omission by Customer, its employees, agents or representatives, and (ii) all court costs and professional fees, including reasonable attorney fees, paid or payable by Seller in defense of any claim, action, suit or proceeding subject to indemnification hereunder whether prior to or at trial or at any other proceeding and in any appeal or other post judgment proceeding.

Customer shall maintain, at its own expense, commercial general liability insurance which covers liability arising from products, premises, operations, independent contractors, personal injury and contractual liability, with a limit of not less than U.S. $2 million per occurrence and U.S. $3 million in the aggregate.  The limits may be satisfied by use of an Excess Liability policy or Umbrella Liability policy. The policy shall be endorsed to name Seller and its affiliates as Additional Insured on a primary and noncontributory basis and provide a waiver of subrogation.  Coverage shall be written by an insurance company that has an A.M. Best rating of A-VII or better and that is licensed to do business in all jurisdictions in which Products are transported, stored and sold.  Customer shall provide to Seller a Certificate of Insurance showing the above listed limits and endorsements showing coverage.

The Certificate Holder shall be identified as follows:

Palace Industries Inc. dba Rogue Creamery and its affiliates and subsidiaries

Attention: Accounting

PO Box 3606

311 N. Front Street

Central Point, OR 97502

Customer shall provide a copy of the Certificate to Seller promptly upon request.  Failure on the part of Seller to demand such Certificate or to identify deficiencies in the Certificate shall not be construed as a waiver of Customer’s obligation to maintain the required insurance.

  1. General

Palace Industries Inc. dba Rogue Creamery Products are perishable and must be handled accordingly. Palace Industries Inc. dba Rogue Creamery will not be responsible for damage to product due to mis-handling by Customer or by any party after if the product is re-sold.

These Terms and Conditions of Sale supersede any previous written or oral communications or representations by either party related to the Products and may not be amended by Customer without prior written consent of Palace Industries Inc. dba Rogue Creamery.

  1. Entire Agreement Etc.

The terms and conditions contained herein constitute the entire understanding of the parties with respect to this Quotation. No modification or waiver of any of the terms and conditions hereof shall be of any force or effect unless made in writing and signed by the party claimed to be bound thereby. BY ORDERING FOR DELIVERY, PAYING FOR OR ACCEPTING ANY PRODUCT UNDER THIS QUOTATION BUYER AGREES TO ALL THE TERMS AND CONDITIONS CONTAINED HEREIN.