All sales by Ideal Steel, Inc. (“Ideal”) to the customer listed on the purchase order or invoice (“Buyer”) are expressly conditioned on Buyer’s acceptance of these Terms and Conditions (“Standard Terms”). Buyer is deemed to have accepted these Standard Terms upon Buyer’s issuance of a purchase order to Ideal. In the absence of a purchase order, these Standard Terms are binding on Buyer unless Buyer provides written notice of rejection to Ideal within five days of delivery of these Standard Terms to Buyer. These Standard Terms are the exclusive terms and conditions applicable to Buyer’s order. Any additional or different terms or conditions included in Buyer’s order or in any other communication from Purchaser are objected to and rejected by Ideal and are not binding or effective unless assented to in writing by Ideal.

  1. Terms of Payment. Net cash within 30 days, or a discount, as shown on each invoice, if paid within the discount period shown on each invoice. Cash discount is not applicable to freight and will not be allowed on freight charges. All past due accounts shall bear, and Buyer agrees to pay, a service charge of one and one-half percent per month (or any partial month) from date due. If Ideal engages an attorney to collect any amount due to Ideal, Buyer will also pay all of Ideal’s attorney fees, even if no suit is filed. Should suit, action or other proceeding be instituted to collect any amount due to Ideal, the prevailing party shall be entitled to recover from the other party reasonable attorney fees, at trial or upon appeal.
  2. Basis of Sales; Invoices. All materials and goods shall be invoiced in accordance with Ideal’s published schedule of weights, areas, size and lengths, and all weighing will be by theoretical weight of ASTM, which shall govern all settlements.
  3. Shipment; Payment. All shipments and deliveries shall be at all times subject to the approval of Ideal’s Credit Department, with all such times being estimates only. If Buyer fails to make any payment in accordance with the terms hereof, or defaults in the performance of any other obligation owing to Ideal, Ideal may, at its option, and in addition to any other right or remedy, defer shipments under any contract with Buyer, or cancel same, or stop in transit, except on satisfactory assurance of performance and payment, including, without limitation, security or additional security, or of cash before or on delivery, and all other rights in this regard provided for by the Uniform Commercial Code and other laws of the State of Oregon.
  4. Delays. Ideal shall under no circumstances be responsible or liable for failure to fill any order or orders when due or to perform any other obligation because of fires, floods, riots, strikes, mill shortages, freight embargoes, transportation delays, transportation accidents, shortages of labor, fuel or power, inability to secure materials or supplies at current prices or on account of shortages thereof, acts of God or of the public enemy, epidemics, pandemics, any existing or future laws or acts of the federal, state, local or foreign government or due to any other cause beyond Ideal’s reasonable control, whether affecting the procurement, production or transportation of the particular order.
  5. Title; Risk of Loss. Ideal retains a security interest in the goods sold until Ideal is paid in full. Risk of loss or damage to goods and materials shall be upon Buyer upon delivery by Ideal to the common carrier, F.O.B., shipping point, or if delivered by Ideal, upon unloading at Buyer’s dock.
  6. Inspection; Claims. Buyer agrees to prudently and carefully inspect material against shipping papers upon delivery and unloading at destination. No claims for shortages or damaged materials will be valid or recognized by Ideal unless written notice specifying in detail the nature and extent of such shortage or damage is mailed to Ideal within five (5) days from the date of delivery accompanied by original freight bill, with notation on the face thereof by the authorized agent of the carrier as to the items and quantities short or damaged. When delivery is by Ideal truck, all claims for shortages and damaged material must be mailed to Ideal on date of delivery. Ideal will in no way be responsible or liable for any incidental or consequential damage or commercial loss of any type or nature by reason of such shortage or damaged materials.
  7. Limited Warranty. For orders accompanied by written engineering plans and specifications, Ideal warrants to the original purchaser (Buyer) only that the materials and goods shipped under any order conform to the description on the face of such plans and specifications, subject to tolerances and variations consistent with usual and customary trade practices, and warrants title. For all other orders, Ideal warrants to the original purchaser (Buyer) only that the materials and goods shipped conform to the written description or template, if any, provided by Buyer, and warrants title. Except for title, there are no warranties which extend beyond the plans, specifications, written description or template in respect to the materials. THE ABOVE WARRANTY IS SOLE AND EXCLUSIVE WARRANTY, AND IS LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, AND NO OTHER WARRANTIES APPLY UNLESS EXPRESSLY MADE IN WRITING AND SIGNED BY AN EXECUTIVE OFFICER OF IDEAL. IDEAL SPECIFICALLY DISCLAIMS THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE. Should any items supplied by Ideal fail to conform to the description, IDEAL’S LIABILITY SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF THE ITEM OR REFUND OF THE PURCHASE PRICE, at Ideal’s sole option, and then only if: (1) Buyer gives Ideal written notice specifying in detail the nonconformity or defect within ten (10) days from the date of delivery; (2) Ideal inspectors, at Ideal’s warehouse, determine that the items in fact are nonconforming or defective; (3) Buyer within ten (10) days after request returns the items to Ideal’s warehouse; and (4) terms of payment have been fully met. THE FOREGOING SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY FOR A WARRANTY CLAIM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND IDEAL SHALL NOT BE LIABLE FOR LOSS OR DAMAGE ARISING OUT OF THE USE OR THE INABILITY TO USE THE GOODS.
  8. Remedies; Limitation on Liability. All sales shall be governed by the Uniform Commercial Code of the State of Oregon, as modified by these Terms and Conditions, and all rights and remedies of the parties shall be governed in accordance with the laws of the State of Oregon. In the event of a conflict between these Terms and Conditions and the laws of the State of Oregon, these Terms and Conditions shall control. IN NO CASE WILL IDEAL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, including but not limited to lost profits or revenue, increased expenses or reduced efficiency, loss of use of products, equipment or facilities, the cost or value of labor of any kind, damage to reputation or customer relationships, expenses of litigation or other disputes with third parties, administrative or management time or services, claims of Buyer’s customers or others, the cost of efforts to mitigate any damages, or any emotional distress or similar damages. In addition, Ideal shall not be liable to Buyer on any claim or set of related claims, whether arising in contract, negligence, tort, or otherwise, for a total amount in excess of the purchase price of the goods alleged to be nonconforming, defective in any way, or otherwise not provided in accordance with Seller’s obligations. The foregoing limitations apply even if the remedy fails of its essential purpose and regardless of the nature of or legal basis for any claim. Ideal shall have no liability for any claim or set of related claims resulting from the use or combination of products supplied by Ideal with goods or services not supplied by Ideal, or any modification or alteration of any product supplied by Ideal where such claim would not have arisen except for such use, combination, modification, or alteration. Buyer shall fully defend, indemnify, and hold Ideal and its directors, officers, employees, shareholders, customers, affiliated companies, and agents harmless from and against all such claims, losses and damages (including reasonable attorneys’ fees); and for all claims, losses and damages (including reasonable attorneys’ fees) arising out of any claims, suits, actions, demands, and threats: (a) asserted by third parties relating to products manufactured by Ideal that were not accompaniesd by written engineering plans and specifications; and (b) arising out of or based upon any act, omission, representation, or misrepresentation by Buyer, any customer of buyer, or any of their respective employees, contractors, or agents.
  9. Taxes. All prices quoted by Ideal are exclusive of all city, state and federal excise taxes, including, but without limitation, taxes on manufacture, sales, receipts, gross income, occupation, use and similar taxes, all of which, where applicable, are Buyer’s sole responsibility.
  10. Commercial Sale. Ideal does not extend credit on a consumer, non-business basis. Buyer hereby warrants that all purchases made from Ideal for which credit is extended will be used solely for commercial purposes in the furtherance of a business. Buyer may not assign its rights under any order without Ideal’s prior written consent.
  11. Returned Merchandise. No orders may be cancelled or goods returned without the prior written consent of Ideal. All cancelled orders or returned goods are subject to a 20% re- stocking charge.