Parties. “Seller” shall mean Ram Tool & Supply Co., Inc. d/b/a Ram Tool Construction Supply Co. and any of its affiliate companies. “Buyer” shall mean the entity purchasing goods from Seller, including any of its affiliate companies. Collectively, Buyer and Seller may be referred to as “Parties.”
Entire Agreement. Sale of goods is expressly conditioned on Buyer’s assent to these Terms and Conditions of Sale (“Terms”). Seller expressly rejects any terms that are inconsistent, additional or different to these Terms, including, but not limited to, terms described in Buyer’s purchase orders or other agreements, unless accepted to in writing by one of Seller’s owners or officers. Seller’s delivery of goods following receipt of Buyer’s purchase order or other agreements containing inconsistent, additional, or different terms shall not modify these Terms. These Terms constitute the final and entire agreement and understanding between the Parties and supersede any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.
Pricing. Prices shown do not include any tax to any governmental authority imposed on the sale of goods. Any such tax will be added to the purchase price, unless Buyer provides Seller with an acceptable tax exemption certificate. Buyer shall keep all prices confidential except to the extent it is required by law to disclose the same.
Payment. Buyer shall pay the full amount of Seller’s invoice(s) when due, which is defined to be thirty (30) days from the invoice date, unless otherwise specified on the invoice. If payment in full is not received by the due date, and at the sole discretion of Seller, Buyer shall owe a late fee of 1.5% per month, (18% per annum), or the maximum allowed by law, on all unpaid balances. Buyer shall pay Seller all costs and expenses of collection, suit, or other legal action brought as a result of Buyer’s non-payment, including reasonable attorneys’ fees. All goods sold hereunder pursuant to a credit account are subject to continuing approval by Seller of Buyer’s creditworthiness. Buyer agrees that it will indemnify, defend, and hold Seller and its agents harmless from any liability that results from Seller’s inquiry into Buyer’s creditworthiness.
Changes to Product Order. Any material change to goods ordered by Buyer must be agreed to in writing by Seller and may result in a price and delivery adjustment by Seller. Buyer must obtain Seller’s written authorization in order to receive credit for returned goods, which are subject to a restocking charge.
Delivery. The F.O.B. point shall be Buyer’s designated delivery site for delivered goods or Seller’s store for all other sales. Title and risk of loss shall pass to Buyer at the applicable F.O.B. point. Seller shall not be liable for delay or default in delivery caused by a Force Majeure Event, defined as any event beyond Seller’s reasonable control, including, but not limited to, acts of God, changes in governmental regulations, labor disputes, war, terrorism, or unavailability of materials, supplies, or fuel. In the event of Force Majeure, the Parties shall use due diligence to restore their abilities to meet their obligations under these Terms.
Termination. Upon notice to Buyer, Seller may terminate or limit any order immediately if Buyer does not comply with these Terms.
Warranty. Seller is a reseller of goods only. Seller extends to Buyer any transferable warranty extended to Seller by the manufacturer or Seller’s supplier with respect to goods purchased hereunder. SELLER EXCLUDES AND DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BUYER AND THIRD PARTIES CLAIMING DAMAGES IN CONNECTION WITH DEFECTIVE GOODS SHALL SEEK RECOURSE EXCLUSIVELY FROM THE MANUFACTURER(S) OF SAID GOODS. BUYER, NOT SELLER, IS RESPONSIBLE FOR CONFIRMING WITH ARTCHITECTS, ENGINEERS, OR OTHER THIRD PARTIES THAT GOODS COMPLY WITH ANY PROJECT PLANS OR SPECIFICATIONS.
Indemnity. Buyer shall indemnify, defend, and hold Seller and its agents harmless from all liability and costs, including reasonable attorneys’ fees, related to any third party claim, including claims brought by Buyer’s employees, arising or allegedly arising from (i) Buyer’s use of goods sold hereunder; (ii) any tortious act or omission of Buyer; or (iii) any material breach by Buyer of these Terms.
Limited Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, SELLER SHALL NOT BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY CLAIM THAT IS PROPERLY A CLAIM AGAINST THE MANUFACTURER OR FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BUSINESS OPPORTUNITIES, LOSS OF USE, ATTORNEYS’ FEES, OR DELAY DAMAGES, THAT ARISE DIRECTLY OR INDIRECTLY OUT OF THE PERFORMANCE OR BREACH OF THESE TERMS, WHETHER SUCH DAMAGES WERE FORESEEABLE OR CAUSED BY SELLER’S BREACH OF THESE TERMS. SELLER’S LIABILITY SHALL NOT EXCEED THE AMOUNT PAID TO SELLER FOR GOODS THAT ARE THE SUBJECT OF SUCH CLAIM(S).
Dispute Resolution. These Terms shall be governed by the laws of the State of Alabama, without regard to conflict of laws rules. Buyer agrees that the UN Convention on Contracts for the International Sale of Goods does not apply to these Terms. Any legal action that may arise between the Parties relating to these Terms shall be exclusively brought in the courts of competent jurisdiction in Jefferson County, Alabama.
Waiver. Any waiver by Seller of a breach of these Terms will not operate as, or be construed to be, a waiver of any other breach of these Terms. Any waiver must be in writing. Failure by Seller to insist upon strict adherence to any of these Terms on one or more occasions will not deprive Seller of the right to insist upon strict adherence to that or other provisions of these Terms.
Notice. Buyer agrees that it will immediately notify Seller in writing if it becomes insolvent as defined by Article 1 of the Uniform Commercial Code and/or if it transfers the majority of its assets to a third party.
Export Sales. Buyer shall not directly or indirectly export or re-export any goods obtained from Seller under these Terms except in accordance with applicable export laws and regulations of the United States. Buyer, not Seller, is responsible for compliance with all U.S. export control rules and regulations. Buyer shall not name Seller as shipper or exporter of record in connection with the export of any goods purchased from Seller.
Assignment. Buyer shall not assign, transfer, sub-contract or otherwise dispose of any of its rights or obligations under these Terms without the express prior written consent of Buyer. These Terms inure to the benefit of and bind the Parties and their respective successors and assigns.
No Third Party Beneficiaries. There are no third party beneficiaries to these Terms.
Severability. If any term or provision described herein is deemed invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision or invalidate or render unenforceable such term or provision in any other jurisdiction.