Terms and Conditions
- Parties: Ram Precision Industries, Inc. an Ohio corporation, referred to as "RAM". Person or company purchasing referred to as "Buyer". All materials, products, goods, or work described regardless of type, will be collectively referred to as "Products".
- Documents Incorporated: These Terms and Conditions hereby incorporate, any and all purchase orders, quotations, proposals and confirmations and/or acceptances of any purchase order submitted and exchanged by and between RAM and Buyer.
- Credit Approval: All of RAM's credit requirements must be met and current in order to receive credit terms. If those terms requirements are not met, advance payment may be required before acceptance of any purchase order.
- Price Adjustments; Payments: The prices stated herein do not include any sales, use, or other taxes unless so stated specifically. Such taxes will be added to invoice prices in those instances in which RAM is required to collect them from Buyer; provided, however, that if RAM does not collect any such taxes and is later asked by or required to pay the same to any taxing authority, Buyer will make such payment to RAM or, if requested by RAM, directly to the taxing authority. At RAM's option, prices may be adjusted to reflect any increase in the costs of RAM resulting from state, federal or local legislation, or any change in the rate, charge, or classification of any carrier.
Unless otherwise specified by RAM, all prices are F.O.B. RAM's factory or warehouse from which shipment is made, and payment will be net/cash 30 days from date of invoice. Invoices unpaid and past due will be subject to a service charge on the unpaid balance at an interest rate equal to the lesser of eighteen percent (18%) per annum or the maximum allowable interest rate under applicable law, and Buyer shall be responsible and liable for all expenses incurred by RAM in collection of outstanding amounts due, including reasonable attorneys' fees and expenses incurred by RAM in collection.
- Scheduling:All scheduling changes are contingent on the prior written acceptance by RAM. Additional charges resulting from scheduling changes shall be the sole responsibility of the Buyer.
- Delivery Dates, Title/ Risk and Shipment:All delivery dates are approximate, and RAM shall not be responsible for any damages of any kind resulting from any delay. Regardless of the manner of shipment, title to any Products and risk of loss or damage thereto shall pass to Buyer upon tender to the carrier at the factory or warehouse of RAM, except in those instances in which delivery is made by RAM's vehicles. Unless otherwise stated herein, Buyer may exercise its judgment in choosing the carrier and means of delivery. No deferment of shipment at Buyer's request beyond the respective dates indicated will be made except on terms that will indemnify RAM against all loss and additional expense, including, but not limited to demurrage, handling, storage and insurance charges. No shipment of Products shall be insured unless requested in writing by Buyer prior to shipment – Buyer to pay all costs of insurance.
- Warranty: RAM warrants its Products to be free from defects in material for ninety (90) calendar days, and workmanship for a period of twelve (12) months from the date of delivery to Buyer, under Buyer's normal and proper use in accordance with instructions of RAM. RAM's liability under such warranty or in connection with any other claim relating to the Products shall be limited, at RAM's option, to the repair or the replacement or refund of the purchase price, of any Products or parts or components thereof which are timely returned to RAM freight prepaid and which are defective in material or workmanship. Products or parts or components thereof which are repaired or replaced by RAM will be returned to Buyer freight collect. Warranty excludes Buyer's damage due to mishandling, unauthorized use and/or repairs, shipping damage, and parts/components specified by Buyer that have a shorter warranty period than RAM's warranty.
This warranty is not intended to cover consumer products, as defined in the Magnuson-Moss Warranty-Federal Trade Commission Improvement Act, 15 U.S.C. §§ 2301-12, which are purchased by Buyer for purposes other than resale. If Buyer is not intended to resell the Products, and if the Products are consumer products as defined in the Magnuson-Moss Act, the foregoing warranty, but not the limitation of RAM's liability, shall be null and void. Buyer's account must be in current status as to all requirements, including but not limited to all amounts owed RAM, for this warranty to be applicable.
EXCEPT AS EXPRESSLY STATED ABOVE, RAM MAKES NO WARRANTY, EXPRESS OR IMPLIED, WHETHER OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE OR OTHERWISE, ON THE PRODUCTS, OR ON ANY PARTS OR LABOR FURNISHED DURING THE SALE, DELIVERY OR SERVICING OF THE PRODUCTS.
- Excess Materials:
Any unique excess inventory caused due to the following will be the responsibility of the Buyer:
- 1) Minimum purchase quantities beyond the actual order,
- 2) Non-returnable/non-cancelable materials, and/or
- 3) Design changes. In addition, any materials purchased for an order that is delayed at the request of the Buyer will be billed to the Buyer after six (6) months if the order has still not been filled.
- Cancellations:After acceptance by RAM, orders shall not be subject to cancellation by Buyer, except with RAM's prior written consent and upon terms that will indemnify RAM against all direct, incidental, and consequential losses or damages. In the event of an approved cancellation, cancellation charges may apply. All cancellation charges shall be the responsibility of the Buyer. Cancellation charges will be calculated based on the status of product in process (value will be determined on raw materials costs associated with work order in process and labor charged to the job), raw materials in stock or on order/purchased that cannot be returned due to minimum buy requirements, Non Cancelable Non Refundable , engineering changes and do not include additional services, product or raw materials relating to the order. Cancellation charges may exceed the value of the order in the event excess materials apply. RAM's approval and consent to a Buyer's cancellation of an accepted order, shall be at RAM's sole discretion.
- Claims; Commencement of Actions:Buyer shall promptly inspect all Products upon delivery. No claims for shortages will be allowed unless such shortages are reported in writing to RAM within ten (10) calendar days after delivery. No other claims against RAM will be allowed unless asserted in writing within sixty (60) calendar days after delivery or, in the case of an alleged breach of warranty, be given by written notice to RAM within sixty (60) calendar days after the date within the warranty period on which the defect is or should have been discovered by Buyer.
Any action based upon breach of contract or upon any other claim arising out of this sale (other than an action by RAM for any amount due to RAM by Buyer) must be commenced within one (1) year from the date of the tender of delivery by RAM or, in the case of a cause of action based upon an alleged breach of warranty, within one (1) year from the date within the warranty period on which the defect is or should have been discovered by Buyer.
Notwithstanding any other provision of these Terms and Conditions, RAM may bring a court action for collection of amounts due and owing by a customer, in the Montgomery County Court of Common Pleas, Dayton, Ohio. Buyer shall reimburse RAM all of its costs and expenses in collection of amounts due herein, including but not limited to attorney fees and related costs and expenses. Ohio law shall govern any court action filed by RAM for collection of amounts due and owing by Buyer.
- Dispute Resolution-Compulsory Arbitration:Except for the right of RAM to bring a court lawsuit to collect amounts due and owing by Buyer, any dispute arising under this Agreement shall be decided by dispute resolution as follows:
- The parties will attempt in good faith to resolve any controversy or dispute arising out of or relating to their transaction, promptly by negotiation between authorized persons for each party who have authority to settle the controversy; and
- In the event that informal negotiations do not resolve an ongoing controversy or dispute, the parties agree to resolve the same by compulsory arbitration to take place in Dayton, Ohio and which will proceed in accordance with the Commercial Arbitration Rules of the American Arbitration Association and in accordance with the laws of the State of Ohio without regard to the provisions thereof concerning conflicts of law. Within seven (7) days or longer if the parties mutually agree after either party elects arbitration, RAM and Buyer shall each select one (1) arbitrator with a third arbitrator selected by the two (2) arbitrators chosen by the parties. The party electing arbitration shall bear the costs of the same including filing arbitrators' fees. Further, the non-prevailing party in an arbitration shall reimburse the other for their attorneys' fees and related costs and expenses incurred in arbitration.
- Last Time Buys:Buyer shall be notified of all last time buys or discontinuation of parts or products. RAM shall not manufacture additional production after the date of expiration. The Buyer shall have the option to buy additional inventory for consignment of additional order requirements upon prior written notice to Buyer.
- Parts AllocationBuyer shall reimburse RAM for all premium payments for procuring materials outside the initial proposal terms and/or qualified material providers.
- Engineering Change Notification:Notification of proposed Buyer engineering change(s) shall be only submitted in writing, and are subject to RAM's written approval. Buyer is responsible for all costs associated with engineering change notification. Permanent changes resulting in additional material and or labor costs shall require an additional quote.
- Deviations:Any purchase order must reflect acceptance of these Terms and Conditions stated on the quote. Any deviation from this quotation will have to be negotiated and accepted in writing by RAM. RAM will manufacture product according to the Gerber and documentation provided by the Buyer and will not be responsible for the accuracy of the Gerber or flaws related to the product design, excluding RAM owned and/or created design.
- Quote Validity:Quotations furnished by RAM are not intended as and shall not be construed as constituting an offer to Buyer. Any quotation or confirmation of RAM is subject to, and shall not become binding upon RAM until (i) actual receipt by RAM of Buyer's written order based on all the Terms and Conditions stated herein, without qualification, received by RAM within thirty (30) days after the date of quotation (unless otherwise noted in quote or confirmation), and (ii) RAM's written acceptance of such order at its main office in Dayton, Ohio. A quotation is subject to change if the actual information or documentation is significantly different from the information supplied at the time of request for quotation. Quotations are also subject to change based on materials pricing. Pricing at the time of quotation may differ from actual pricing upon order placement.
Documentation requirements include, but are not limited to: Bill of Materials with approved manufacturers and part numbers, reference designators, PCB Gerber data, drill data, schematics and assembly drawings, including drawings for fabricated items, data for panel layout if more than one (1) board, test requirements and packaging requirements.
- Lead Times:Delivery dates and lead times indicated in the proposal are best estimates based on previous experience, process flow at time of quotation, and component manufacturer lead times for raw materials from quoted sources. Actual material availability, and/or delay of Buyer's furnished materials may impact original estimated delivery dates.
- Limitations of Liability:IN NO EVENT SHALL RAM BE LIABLE TO BUYER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR AS THE RESULT OF, THE SALE, DELIVERY, NON-DELIVERY, SERVICING, USE OR LOSS OF USE OF THE PRODUCTS OR ANY PART THEREOF, OR FOR ANY CHARGES OR EXPENSES OF ANY NATURE INCURRED BY BUYER WITHOUT RAM'S PRIOR WRITTEN CONSENT, EVEN THOUGH RAM HAS BEEN NEGLIGENT. IN NO EVENT SHALL RAM'S LIABILITY UNDER ANY CLAIM MADE BY BUYER EXCEED THE PURCHASE PRICE OF THE PRODUCTS IN RESPECT OF WHICH DAMAGES ARE CLAIMED.
- Contingencies:RAM shall not be liable for any default or delay in performance if caused, directly or indirectly, by acts of God; war; force of arms; fire; the elements; riot; labor disputes; picketing or other labor controversies; sabotage; civil commotion; accidents; any governmental action, prohibition or regulation; delay in transportation facilities; shortage or breakdown of or inability to obtain or non-arrival of any labor, material or equipment used in the manufacture of the Products; failure of any party to perform any contract with RAM relative to the production of the Products; or from any cause whatsoever beyond RAM's control, whether or not such cause be similar or dissimilar to those enumerated. RAM shall promptly notify Buyer of the happening of any such event and of, the contemplated effect thereof on the manufacture and delivery of the Products.
- Loss to Buyer's Property; Patent, Trademark, or Copyright Infringement, Etc:RAM shall not be liable for, and shall have no duty to provide insurance nor indemnification against, any damage or loss to any goods or materials of Buyer which are used by RAM in connection with the Products. Where any Product is manufactured from patterns, plans, drawings, or specifications furnished by Buyer, Buyer shall indemnify RAM against and save RAM harmless from all loss, damage, and expense (including attorney fees and defense costs) arising out of any suit or claim against RAM for infringement of any patent, trademark, or copyright because of RAM's manufacture of such Product or because of the use or sale of such Product by any person. Upon RAM's request, Buyer shall appear in and assume the defense of the litigation, at no cost to RAM.
- RAM's Specifications, Technical Data, Etc:Any specifications, drawings, plans, notes, instructions, engineering notices, or technical data of RAM furnished to Buyer shall be deemed to be incorporated herein by reference the same as if fully set forth. RAM shall at all times retain title to all such documents, and Buyer shall not disclose any of the same to any party other than RAM or a party duly authorized by RAM. Upon RAM's request, Buyer shall promptly return to RAM all such documents and all copies thereof.
- Buyer's Obligation; Rights of RAM:If RAM shall at any time doubt Buyer's financial responsibility, RAM may demand adequate assurance of due performance or decline to make any further shipments except upon receipt of cash payment in advance or security. If RAM demands adequate assurance of due performance and the same is not forthcoming within 10 calendar days after the date of RAM's demand, RAM may, at its option, (i) continue to defer further shipments under this order and/or any other order from Buyer which has been accepted by RAM until adequate assurance is received, or (ii) cancel this order and/or any other orders from Buyer which have been accepted by RAM and recover damages. If Buyer fails in any way to fulfill the terms and conditions on the front or the back hereof, RAM may defer further shipments until such default is corrected or cancel this order and recover damages. RAM shall have a security interest in, and lien upon, any property of Buyer in RAM's possession as security for the payment of any amounts owing to RAM by Buyer.
- Limitation on Assignment:Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other except that RAM shall have the right to assign to any company with which it is affiliated or into which it shall be merged, or consolidated, or by which it, or all or substantially all of its assets, shall be acquired.
- Export:If the Products herein are to be exported, this order is subject to RAM's ability to obtain export licenses and other necessary papers within a reasonable period. Buyer will furnish all Consular and Custom declarations and will accept and bear all responsibility for penalties resulting from errors or omissions thereon. Buyer shall not re-export the Products or any goods or items which incorporate the Products if the re-export would violate United States export laws.
- Equal Opportunity Clause:This clause applies only in the event that the Products are to be used in whole or in part for the performance of government contracts and where the dollar value of said Products exceeds, or may in any one (1) year exceed $10,000:
"In connection with the performance of work under this contract, the contractor (subcontractor) agrees not to discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The aforesaid provision shall include, but not be limited to, the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor (subcontractor) agrees to post hereafter in conspicuous places, available for employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause."
"The provisions of the Equal Opportunity Clause, as promulgated by Executive Order 11246 dated September 24, 1965, as amended, are incorporated herein by reference"
- Other Rights or Remedies:Except as otherwise provided herein, any rights or remedies granted hereunder to either party shall be in addition to, and not in lieu of, any other rights or remedies of such party at law or in equity.
- Entire Agreement: These and all purchase orders, quotes, proposals and/or confirmations incorporated herein, contain the entire agreement between RAM and Buyer and constitute the final, complete and exclusive expression of the terms of their agreement, with all prior or contemporaneous written or oral agreements or negotiations with respect to the subject matter hereof being merged herein. By way of illustration and not limitation, Buyer's order shall be deemed to incorporate, without exception, all these Terms and Conditions notwithstanding any order form of Buyer containing additional or contrary terms or conditions, unless Buyer shall have expressly advised RAM to the contrary in a writing apart from such order form, and no acknowledgment by RAM of, or reference by RAM to, or performance by RAM under, an order of Buyer shall be deemed to be an acceptance by RAM of any such additional or contrary terms or conditions. In the event of a written request by Buyer for additional or contrary terms or conditions, then such modifications may be made in these terms and conditions only by a written instrument signed by RAM's President or CEO.
- Severability:In the event that any provision hereof shall violate any applicable statute, ordinance, or rule of law, such provision shall be ineffective to the extent of such violation without invalidating any other provision hereof.
- Governing Law:The sale of all Products shall be governed by and construed in accordance with the laws of the State of Ohio, as applicable to contracts executed and wholly performed therein.
- Acceptance:RAM's acceptance of your order will be subject to and include and incorporate these RAM Terms and Conditions. All RAM Terms and Conditions also supercede and supplement any of your terms and conditions or their equivalent. Your acceptance of any RAM quotation, proposal or confirmation constitutes your acceptance of and binds you to these RAM Terms and Conditions. Means of your acceptance, includes but is not limited to your issue of an order, purchase order or other accepting act of document agreeing to all terms offered by RAM.
(P) 937.885.7700 | (F) 937.885.7727 | (E) firstname.lastname@example.org | RAM Precision Industries 11125 Yankee Road Dayton, OH 45458