Terms and Conditions

 Purchaser Terms and Conditions

Ram Steelco, Inc.

These terms and conditions (the “Terms”) apply to all purchase orders and materials, goods and/or products provided by Ram Steelco, Inc., an Oregon corporation (“Seller”). These Terms constitute an offer conditioned on the acceptance of all the Terms by the customer (“Buyer”). Buyer’s submission of a purchase order or payment to Seller for Seller’s materials, goods, or products (the “Goods”) shall conclusively confirm acceptance of these Terms.

 

1. Complete Terms. To the extent that these Terms conflict with or are different from those contained in any purchase order, procurement document, Seller’s website, or otherwise, these Terms shall control. Any representations, promises, warranties, or statements that are not contained in these Terms are void. Except as otherwise indicated, any modifications, amendments, addendums, or other changes to these Terms may only be made by written consent of Seller and Buyer. These terms cannot be contradicted, supplemented, or explained by evidence of course of performance, course of dealing, or usage of trade.

2. Purchase Price. The purchase price for the Goods is subject to change (a) in the event that the specifications, quantities, designs, or delivery schedules are modified by written agreement of the parties; or (b) upon 10 days’ written notice in the event that the cost of fuel, power, materials, labor, and/or production significantly increases.

3. Payment of Purchase Price. Buyer shall make payments in accordance with the schedule provided by Seller. If Buyer fails to pay any sum when due, interest shall accrue on the outstanding balance at the rate of two percent (2%) per month or the maximum rate permitted by applicable law. If Seller, in its sole discretion, finds it necessary to employ an attorney and/or collection agency to collect any past due sum owed hereunder, the expenses and costs related thereto, including without limitation attorneys’ fees and costs, shall be payable by Buyer on demand to Seller and shall be considered additional obligations due hereunder. A three percent (3%) service fee will be assessed on all non-cash transactions, including Visa, Mastercard, Discover & American Express credit card or commercial debit card transactions.

4. Delivery. Seller will arrange for the delivery of the Goods to Buyer, unless otherwise agreed by the parties. Goods will only be delivered to a commercial address where facilities are available for unloading Goods and where sufficient clearance is available to maneuver delivery trucks. Buyer is solely responsible for unloading the Goods. Buyer is responsible for all delivery costs unless Buyer’s order meets the free delivery threshold as determined from time to time by Seller. Any estimated delivery dates provided by Seller are approximate. Seller will make commercially reasonable efforts to meet estimated delivery schedules, if any, but shall otherwise not be responsible for any damages related to delayed delivery.

5. Acceptance of the Goods. Buyer shall accept or reject the Goods within five (5) business days of receipt. Failure to notify Seller in writing of nonconforming Goods within such period shall be deemed an unqualified acceptance of the Goods.

6. Cancellation and Related Fees. Orders cannot be terminated, cancelled, or modified, or shipment deferred after acceptance of Buyer's order by Seller, except with Seller's written consent. If Buyer requests cancellation of an order for non-custom Goods on hand, Buyer shall pay to Seller a 20% restocking fee. All orders for custom Goods, meaning any non-inventoried items that Seller must special order from its vendors, are non-cancellable. If Buyer requests cancellation of an order after processing is initiated, if any, Buyer shall pay to Seller the full purchase price for any wholly or partially processed order.

7. Title and Risk of Loss. Seller will convey to Buyer good and marketable title to the Goods. Sales are FOB Seller’s location (Salem or Albany, Oregon as applicable). Title to and risk of loss or damage will pass to Buyer upon the Goods’ departure from the Seller’s location.

8. No License. Seller’s sale of its Goods to Buyer shall not constitute a license, implied or otherwise, for the use of any patents, patents-pending, processes, or know-how of Seller.

9. Seller’s Lien. Until the purchase price is paid in full by Buyer, Seller shall have a lien on the Goods for all unpaid amounts. Buyer hereby grants to Seller a security interest in the Goods to secure payment of such amounts.

10. Taxes. Any sales, use, excise, value added, goods and services, transfer or other forms of taxes levied against transactions under these Terms shall be the sole responsibility of and will be paid directly by Buyer.

11. Indemnification. Buyer shall indemnify, defend, and hold harmless Seller and its directors, officers, employees, agents, shareholders, affiliates, successors, and assigns from and against all allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs, and expenses (including without limitation reasonable attorneys’ fees, expenses, and court costs) which arise out of, relate to, or result from Buyer’s or Buyer’s customer’s use of the Goods or any act or omission of Buyer. Buyer hereby assumes all liability and risk associated with the sale or use of the Goods. Buyer is solely responsible to determine the proper implementation, use and storage of the Goods.

12. LIMITED WARRANTY. Seller warrants that the Goods supplied shall conform to Buyer’s specifications as reflected in the purchase order. SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

13. LIMITATION OF LIABILITY. Seller's liability for any breach of contract or warranty, products liability, negligence, or strict liability shall be limited to repair or replacement of the Goods involved or, at Seller’s sole option and discretion, return by Seller to Buyer the purchase price paid for any individually defective Goods. These limited remedies shall apply regardless of the cause of action or legal theory giving rise to the claim or liability. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER IN AN AMOUNT EXCEEDING THE PURCHASE PRICE OF THE GOODS. SELLER SHALL NOT BE LIABLE FOR ANY CLAIMS, CHARGES, DEMANDS, DAMAGES, LIABILITIES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO, ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF CONTRACTS, OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS.

14. Waiver. No waiver of any provision of these Terms shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

15. Severability. If any provision of these Terms is determined to be illegal or unenforceable, the validity of the remaining provisions hereof shall not be affected hereby; and such illegal or unenforceable provision shall be deemed modified to the minimum extent necessary to make it consistent with applicable law and, in its modified form, such provision shall then be enforceable and enforced.

16. Binding Effect. These Terms shall be binding and inure to the benefit of the successors and assigns of the parties, provided, however, that Buyer may not assign or transfer these Terms, or any related purchase orders or invoices, except upon the prior written consent of Seller. 

17. Governing Law and Venue. These Terms shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to conflict-of-law principles. In any action or proceeding, including any arbitration (if arbitration is mutually agreed to by the parties), related to or concerning these Terms shall be under the exclusive jurisdiction of the courts of the State of Oregon and of any duly appointed arbitrator. In any such action or proceeding, venue shall lie exclusively in Marion County, Oregon, and in no other location.

18. Arbitration. Excluding any claim for payment owed to Seller, each party, at such party’s option, shall have the right to require that any other claim, controversy, or dispute between the parties, including but not limited to those arising out of or relating to the Terms, or any related purchase orders, and including those based on or arising from any statute, constitution, regulation, ordinance, rule or any alleged tort, be determined by arbitration in accordance with the then effective arbitration rules of the Arbitration Service of Portland, Inc., and any judgment upon the award rendered pursuant to such arbitration may be entered in any court having jurisdiction thereof. If litigation has been commenced in court by either party with respect to a dispute (in hope that a default judgment could be obtained): (a) the party who is the defendant or respondent in such litigation shall be deemed to have waived its option to arbitrate said dispute if such party files a general appearance in the litigation prior to filing a claim in arbitration in the manner specified above; (b) the plaintiff or petitioner in such litigation will be deemed to have waived its right to arbitrate said dispute if such party fails to file a claim for arbitration in the manner specified above within sixty (60) days after a general appearance in the litigation has been filed by the party who is the defendant or respondent in the litigation. This provision is intended to allow either party to commence litigation and seek an order of default without waiving their right to arbitrate in the event the default is not attainable; and (c) if either party properly exercises its option to arbitrate, arbitration of such dispute shall be mandatory and any pending litigation shall be stayed.

19. Force Majeure. If Seller is prevented, forbidden, or delayed from performing due to an event of Force Majeure, then either: (a) Seller may, in its sole discretion, terminate the order, in which case Buyer shall only be responsible for payment for the Goods delivered; or (b) the estimated delivery schedule shall be extended by the length of such delay without penalty or consequence to Seller. Force Majeure shall mean an occurrence beyond Seller’s reasonable control including, but not limited to, acts of God or the public enemy, terrorism, strikes, riots, shortages of labor or materials, war, flood, virus or pandemic, sabotage, embargo, or any governmental laws, regulations, or restrictions.

 
 

Vendor Terms and Conditions

Ram Steelco, Inc. 

These terms and conditions (the “Terms”) apply to all purchases, orders, materials, goods and all other products ordered by Ram Steelco, Inc., an Oregon corporation (the “Buyer”). These Terms constitute an offer to purchase the goods specified herein, conditioned on the acceptance of all the Terms by the vendor (the “Seller”). Seller’s confirmation of a purchase order or receipt of payment by Seller for the goods, materials, and/or products specified on the purchase order (the “Goods”) shall conclusively confirm acceptance of these Terms.

1. Complete Terms. To the extent that these Terms conflict with or are different from those contained in any purchase order, procurement document, Seller’s website, or otherwise, these Terms shall control. Except as otherwise indicated, any modifications, amendments, addendums, or other changes to these Terms may only be made in writing, consented to, and signed by an authorized person on behalf of both Seller and Buyer. These Terms cannot be contradicted, supplemented, or explained by evidence of course of performance, course of dealing, or usage of trade.

2. Purchase Price. The purchase price for the Goods may not be changed without prior written notice to Buyer.

3. Payment of Purchase Price. Buyer shall make payment(s) in accordance with the terms of the invoice as provided by Seller.

4. Seller will arrange for the delivery of the Goods to Buyer through a third-party carrier, unless otherwise agreed in writing by the parties. Seller shall be responsible for risk of loss or damage to the Goods in transit. Buyer is responsible for all delivery costs unless Buyer’s order meets the free delivery threshold as determined by Seller. Buyer understands any estimated delivery dates provided by Seller are approximate. Seller will make all commercially reasonable efforts to meet estimated delivery schedules but shall not be responsible for reasons beyond its reasonable control. No charge shall be made to Buyer for drawing and packaging unless authorized by Buyer. Goods shipped by freight or express shall be packed, marked and described and the carrier shall be selected, so as to obtain the lowest rate possible under freight or express classifications or regulations except when otherwise specified by Buyer, and penalties or increased charges due to failure so as to do will be charged to Seller. The foregoing notwithstanding, Seller shall comply with all instructions of Buyer as to packaging, marking, shipping and insurance. Prior to passage of title to Buyer, the Goods shall be held by Seller without risk or expense to Buyer.

5. Acceptance/Non-Conformity of the Goods. Buyer shall accept or reject, in whole or in part, the Goods within thirty (30) calendar days of receipt by notification to Seller. Buyer may inspect the Goods and, with respect to nonconforming Goods, may return them or hold them at the Seller's risk and expense, and may in either event charge the Seller with cost of transportation, shipping, unpacking, examining, repacking, reshipping and other like expense. Within 30 days after Buyer's written request, and without expense to Buyer, Seller agrees to either (1) replace or correct defects, or (2) refund the purchase price of any rejected Goods or other Goods not conforming to the warranty set forth below and all other warranties provided by Seller, if any. In the event of failure of Seller to replace or correct defects in or refund the purchase price of any nonconforming Goods in accordance with this section, Buyer, after notice to Seller, may make such corrections or replace such Goods and charge Seller for the costs incurred by Buyer in doing so. Time is of the essence in this transaction. In addition to its remedies for breach of contract, Buyer reserves the right to return any or all Goods in unopened original packing to Seller if delivered to Buyer more than five days after the delivery date shown in shipping instructions. If the delivery data shown in shipping instructions is revised by Buyer by notification to Seller, then such 5-day period shall not commence to run until such revised delivery date. Also, Buyer reserves the right to refuse Goods delivered contrary to instructions or not in recognized standard containers.

6. Seller shall convey to Buyer good and marketable title to the Goods, free and clear of all liens and encumbrances. Title to the Goods passes to Buyer upon receipt of delivery, unless returned in accordance with Section 5 above.

7. Compliance with Laws. Seller agrees that Seller shall comply with all applicable federal, state and local laws, rules and regulations applicable to the manufacture, shipment and sale of the Goods.

8. No License. Seller’s sale of its Goods to Buyer shall not constitute a license, implied or otherwise, for the use of any patents, patents-pending, processes, or know-how of Seller.

9. Any sales, use, excise, value added, Goods and services, transfer or other forms of taxes levied against transactions under these Terms shall be the sole responsibility of and will be paid directly by Buyer.

10. Seller warrants the Goods and their packaging and labeling shall be in merchantable condition and shall be free from defects in workmanship and materials and shall be in conformity with the specifications, drawings, samples and descriptions attached or referred to in the purchase order or otherwise provided to Seller by Buyer, if any. Seller warrants that the Goods covered by these Terms shall be fit for such particular purposes and uses as specified by Buyer, if applicable. Seller warrants that the Goods shall be free and clear of any lien or other adverse claim against title, and to the extent not manufactured to detailed designs furnished by Buyer shall be free from defects in design. All warranties contained herein shall survive inspection, test and acceptance by Buyer. Seller agrees, at its own cost and expense, to defend and hold Buyer harmless from and against any and all claims made against Buyer based upon, relating to, or arising out of any claimed defects in the Goods or services ordered hereunder.

11. Seller shall defend and indemnify Buyer, upon demand, against all claims, actions, liability, damage, loss and expense (including investigative expense and attorney's fees and costs incurred in litigation or because of threatened litigation) as the result of or relating to Seller’s failure to comply with Sections 6, 7, and 10 above or if the representations in such sections are untrue.

12. No waiver of any provision of these Terms shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

13. If any provision of these Terms is determined to be illegal or unenforceable, the validity of the remaining provisions hereof shall not be affected hereby; and such illegal or unenforceable provision shall be deemed modified to the minimum extent necessary to make it consistent with applicable law and, in its modified form, such provision shall then be enforceable and enforced.

14. Binding Effect. These Terms shall be binding and inure to the benefit of the successors and assigns of the parties, provided, however, that Buyer may not assign or transfer these Terms, or any related purchase orders or invoices, except upon the prior written consent of Seller.

15. Governing Law and Venue. These Terms shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to conflict-of-law principles. In any action or proceeding, including any arbitration (if arbitration is mutually agreed to by the parties), related to or concerning these Terms shall be under the exclusive jurisdiction of the courts of the State of Oregon and of any duly appointed arbitrator in the State of Oregon. In any such action or proceeding, venue shall lie exclusively in Marion County, Oregon, and in no other location.

16. Excluding any claim for payment owed to Seller, each party, at such party’s option, shall have the right to require that any other claim, controversy, or dispute between the parties, including but not limited to those arising out of or relating to these Terms, or any related purchase orders, and including those based on or arising from any statute, constitution, regulation, ordinance, rule or any alleged tort, be determined by binding arbitration in accordance with the then effective arbitration rules of the Arbitration Service of Portland, Inc., and any judgment upon the award rendered pursuant to such arbitration may be entered in any court having jurisdiction thereof. If litigation has been commenced in court by either party with respect to a dispute: (a) the party who is the defendant or respondent in such litigation shall be deemed to have waived its option to arbitrate said dispute if such party files a general appearance in the litigation prior to filing a claim in arbitration in the manner specified above; (b) the plaintiff or petitioner in such litigation will be deemed to have waived its right to arbitrate said dispute if such party fails to file a claim for arbitration in the manner specified above within sixty (60) days after a general appearance in the litigation has been filed by the party who is the defendant or respondent in the litigation. This provision is intended to allow either party to commence litigation and seek an order of default without waiving their right to arbitrate in the event the default is not attainable; and (c) if either party properly exercises its option to arbitrate, arbitration of such dispute shall be mandatory, and any pending litigation shall be stayed.

17. Force Majeure. If Seller is prevented, forbidden, or delayed from performing due to an event of Force Majeure, then Buyer, at its option, may either: (a) terminate the order, in which case Buyer shall only be responsible for payment for Goods received by Buyer; or (b) may agree to an adjusted or extended delivery schedule in writing with Seller. Force Majeure shall mean an occurrence beyond Seller’s reasonable control including, but not limited to, acts of God or the public enemy, terrorism, strikes, riots, shortages of labor or materials, war, flood, pandemic, sabotage, embargo, or any governmental laws, regulations, or restrictions.

18. Default and Termination. Failure to make any payment when due in accordance with the terms of the invoice issued by Seller for the Goods shall constitute a default. Any payment or other material breach of these Terms by either party shall constitute a default if not cured within 10 days after written notice of such breach is given. After a default which has not been timely cured the non-defaulting party may cancel or terminate these Terms, except that the following provisions shall survive termination of these Terms: Section 10 (Warranty), Section 11 (Liability), Section 15 (Governing Law and Venue), Section 16 (Arbitration) and Section 19 (Attorney Fees).

19. Attorney Fees. If any legal action is instituted to interpret or enforce these Terms, the prevailing party in such suit, arbitration or other proceeding shall be entitled to recover its reasonable attorney fees and court costs in addition to any other relief available under applicable law.