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INTERNATIONAL TOOL TERMS AND CONDITIONS OF SALE


  1. Parties. "Seller" shall mean International Tool. "Buyer" shall mean the entity purchasing goods from Seller. Collectively, Buyer and Seller may be referred to as "Parties."

  2. 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.

  3. 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. Prices on Seller’s websites, catalogs, and quotes are subject to change without notice, and, unless otherwise agreed by the Parties in writing, all such prices shall become invalid if not accepted by Buyer within ten (10) calendar days from the date of issuance.

  4. 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.

  5. 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.

  6. Delivery. Goods will be delivered within a reasonable time after the receipt of Buyer’s purchase order, subject to availability of the goods. Seller shall not be liable for any delays, loss, or damage in transit. Unless otherwise agreed in writing by the Parties, when goods are delivered using Seller’s vehicles, the F.O.B. point shall be Buyer’s designated delivery site, . The F.O.B. point in all other sales shall be Seller’s location. Title and risk of loss shall pass to Buyer at the applicable F.O.B. point, and Buyer shall be responsible for all loading costs and provide the equipment and labor reasonably suited for receipt of the goods at the applicable F.O.B. point. Seller may, in its sole discretion, without liability or penalty, make partial shipments of goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order.

  7. Non-Delivery. The quantity of any installment of goods as recorded by Seller on dispatch from Seller's place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary. The Seller shall not be liable for any non-delivery of goods or damage to goods as to which Seller has the risk of loss (even if caused by Seller's negligence) unless Buyer gives written notice to Seller of the non-delivery or damage within 10 calendar days of the date when the goods would in the ordinary course of events have been received. Any liability of Seller for non-delivery of the goods shall be limited to replacing the goods within a reasonable time or adjusting the invoice respecting such goods to reflect the actual quantity delivered.

  8. Termination. Upon notice to Buyer, Seller may terminate or limit any order immediately if Buyer does not comply with these Terms.

  9. Warranty. Seller is a reseller of goods only. While Seller makes no representations or warranties with respect to goods manufactured by third parties, Seller will extend to Buyer any transferable manufacturer warranties 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.

  10. 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.

  11. 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. IN ALL EVENTS, SELLER’S LIABILITY SHALL NOT EXCEED THE AMOUNT PAID TO SELLER FOR GOODS THAT ARE THE SUBJECT OF SUCH CLAIM(S).

  12. 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.

  13. Confidentiality. All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

  14. 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.

  15. 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.

  16. Compliance with Law. Buyer shall comply with all applicable laws and regulations. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under these Terms and its subsequent use of goods purchased hereunder. In keeping with Section 24 of these Terms, Buyer shall comply with all export and import laws of all countries involved in the sale of the goods under these Terms and the resale of the goods by Buyer. Buyer assumes all responsibility for shipments of goods requiring any government import clearance. Buyer further represents and warrants that, should Buyer offer goods purchased hereunder for resale, Buyer has and shall maintain appropriate authorization and permission from the manufacturers or "brand owners" from whom the goods originate.

  17. Force Majeure. Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached an agreement governed by these Terms, for any failure or delay in fulfilling or performing any obligation under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

  18. 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 Seller. These Terms inure to the benefit of and bind the Parties and their respective successors and assigns.

  19. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

  20. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

  21. Headings. The paragraph headings used in these Terms are included solely for the convenience of the Parties and shall not affect or be used in connection with the interpretation of these Terms.

  22. 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.

  23. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this agreement including, but not limited to, the provisions of the following Sections: Sections 11-16, Section 20, Section 23, and Section 24.

  24. ADDITIONAL SALES TERMS SPECIFIC TO EXPORT OF INTERNATIONAL TOOL PRODUCT:

    IN ADDITION TO THE STANDARD SALES TERMS CONTAINED IN THE FOREGOING, EXPORT SALES OF SELLER PRODUCT SHALL BE GOVERNED BY THE FOLLOWING TERMS AND CONDITIONS REGARDING THE EXPORT OF SELLER PRODUCT ("EXPORT TERMS"). IN THE EVENT OF A CONFLICT BETWEEN THE TERMS CONTAINED IN SECTIONS 1-18 ABOVE AND THOSE CONTAINED IN THIS SECTION (19), THE EXPORT TERMS OF SECTION 19 SHALL PREVAIL FOR ALL EXPORT SALES.

  1. Order Acceptance: Buyer’s acceptance of any performance by Seller shall be taken as Buyer’s acceptance of these "Export Terms." Except by written agreement signed by an authorized representative of Seller, these Export Terms may not be modified by conflicting terms or conditions which may appear on Buyer’s purchase order, order acknowledgement form, or other documents. Export orders shall not be deemed accepted by Seller unless and until verified and accepted by an authorized Seller representative. Buyer further agrees that submission of export orders shall subject Buyer to the jurisdiction of federal or State courts seated in the State of Alabama, USA.

  2. Sales Tax and Import Fees: Buyer shall bear all applicable federal, state, and local taxes, all customs duties, and all similar expenses which may be assessed in connection with export sales.

  3. Shipping & Customs Clearance: Unless otherwise agreed, all shipments hereunder shall be made in Seller’s standard shipping practices to the freight forwarder or agent designated by Buyer in the relevant purchase order or order confirmation. Title and risk of loss to goods purchased under these Export Terms shall pass to Buyer upon delivery to said freight forwarder or agent. Buyer shall perform the functions necessary to clear the goods through all non-U.S. customs and similar controls (including obtaining licenses or other official authorizations required by the country of importation) and otherwise arrange the transportation of the goods from the port of entry to the ultimate destination.

  4. Routed Transaction: Buyer and Seller agree that all sales made to Buyer under these Export Terms are classified as "routed export transactions" as defined at 15 CFR § 30.3(e), and that Buyer shall be the foreign principal party in interest ("FPPI"). Buyer and/or its freight forwarder or other authorized U.S. agent are responsible for all routed export transaction documentation, including but not limited to the submission of Electronic Export Information filings through the Automated Export System. Buyer or its authorized agent shall provide Seller copies of such export transaction documentation at Seller’s request. In the event that a license is required to facilitate an export transaction, Buyer or its authorized agent shall provide Seller written confirmation that Buyer (or Buyer’s agent) expressly assumes responsibility for license determinations and for obtaining appropriate licenses. If Buyer refuses to provide such written confirmation, then Seller may in its discretion elect to either: (i) select its own freight forwarder to facilitate transportation and provide applicable export licenses; or (ii) suspend or terminate performance.

  5. Regulatory Representations: Buyer represents, warrants, and acknowledges that: (i) it is not located in, under the control of, or a national of any country subject to a comprehensive U.S. embargo; (ii) any products provided to it by Seller are not intended to be shipped directly or indirectly to any person or entity located in any sanctioned country; (iii) it is not designated on, or associated with any party designated on, any restricted parties lists maintained by the U.S. government, including without limitation: the U.S. Commerce Department Bureau of Industry and Security ("BIS") Denied Persons List, Entity List, or Unverified List; the U.S. Treasury Department Office of Foreign Assets Control ("OFAC") Specially Designated Nationals and Blocked Persons List; or the U.S. State Department Directorate of Defense Trade Controls ("DDTC") Debarred Parties List; and (iv) it is responsible for complying with Export Administration Act ("EAR") provisions concerning anti-boycott compliance, and accordingly is prohibited from taking or knowingly agreeing to take actions which comply with, further, or support any boycott imposed by a foreign country against a country that is friendly to the U.S. Buyer shall defend, indemnify and hold Seller harmless from and against any losses, costs, liabilities, claims, demands or arising from or relating to the Buyer’s breach of this Section (19(e)).

  6. Anti-Corruption: Buyer acknowledges Seller’s policies prohibiting bribery and corrupt behavior in connection with Seller’s business practices. Buyer agrees it is an independent contractor who is and shall remain in compliance with all anti-bribery, corruption, money laundering, or terrorist financing laws applicable to Seller, including without limitation the U.S. Foreign Corrupt Practices Act and U.K. Bribery Act.

  7. Destination Control: Goods sold hereunder are controlled by the U.S. government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) identified in the relevant documentation pertaining to export sales between Buyer and Seller. Exported goods, either in their original form or after being incorporated into other items as a component, may not be resold, transferred, or otherwise disposed of to any person or entity other than the authorized ultimate consignee or end-user(s) unless Buyer obtains approval from the U.S. government or otherwise comports with U.S. export laws and regulations. Diversion contrary to U.S. law is prohibited.

  8. Governing Law: These Export Terms and any agreement into which they are incorporated shall be construed, interpreted and enforced under and in accordance with the laws of the State of Alabama, excluding its conflicts or choice of law rule or principles which might refer to the law of another jurisdiction. Buyer agrees to exercise any right or remedy in connection with these Export Terms exclusively in, and hereby submits to, the jurisdiction of the state and federal courts located in the State of Alabama, whose courts shall have non-exclusive jurisdiction and venue over any controversy that arises out of these Export Terms. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Export Terms.


Registered Company Name: Ram Tool and Supply Co. Inc. (DBA International Tool)