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RMS Supply, Inc., General Terms and Conditions:

  1. A service charge will be assessed on late payments at the rate of 1.5% per month (18% per annum) or the maximum permissible rate under applicable law, whichever is less.

  2. RMS Supply, Inc. may reduce or terminate the extension of credit to the Customer (debtor) at any time without prior notice.

  3. Customer (debtor) agrees to provide RMS Supply, Inc. any financial and/or operational information requested from time to time.  Debtor further agrees to notify RMS Supply, Inc. in writing within 5 (five) days of any change of ownership, address, telephone, authorized purchasing agent(s), banks, transfer of listed assets and billing errors.

  4. If Customer (debtor’s) account is delinquent, any pending orders of Customer (debtor) may be held and not shipped by RMS Supply, Inc, at the sole discretion of RMS Supply, Inc.  If the Customer (debtor) fails to comply with terms and conditions of this agreement or to pay any sum to RMS Supply, Inc. when due, RMS Supply, Inc. may elect to declare the entire balance of the Customer’s (debtor’s) account due and payable immediately and terminate any extension of credit to Customer (debtor).

  5. Customer (debtor) agrees to pay RMS Supply, Inc.’s costs and reasonable attorneys’ fees for services employed for collection of any account or enforcement of any agreement between Customer (debtor) and RMS Supply, Inc., including costs and fees incurred in all matters of construction and interpretation, whether incurred before, during, or after suit, in trial or on appeal and whether incurred for product purchases, non-paid service charges, interest , fees or taxes that may be due.

  6. Customer (debtor) will pay for all purchases. Payment is due based on the terms extended from date of invoice if a credit account is authorized.  Those terms will be listed on your invoice.  RMS Supply, Inc., reserves sole discretion in the application of payments.  Existing finance charges, if any, may have payments immediately applied to them with the remaining monies applied to past due invoices.

  7. All payments shall be made to RMS Supply, Inc at 890 Faulstich Ct.  San Jose, CA   95112.  This application and all transactions shall be construed according to the laws of the State of California.  In the event of a dispute hereunder that can not be resolved between the parties, such dispute shall be submitted to and determined in binding arbitration.  The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties.  If the parties have not selected an arbitrator within ten (10) days after any party has notified all of the other parties of its demand for arbitration in writing, the arbitrator shall be selected in accordance with the then current rules of Judicial Arbitration and Mediation Services (“JAMS”).  The arbitrator shall have authority to fashion such equitable and/or legal relief as the arbitrator, in his or her sole discretion, may determine.  Such an award shall be a final and binding determination of the dispute and shall be fully enforceable as an arbitration decision in any court having jurisdiction and venue over the parties.  The prevailing party (as determined by the arbitrator) shall in addition be awarded such party’s attorneys’ fees, expert witness fees, and expenses in connection with such proceeding.  The non-prevailing party (as determined by the arbitrator) shall pay the arbitrator’s fees and expenses.  The parties shall have all rights of discovery available to a civil litigant in California Superior Court.  The decision of any arbitrator pursuant to this paragraph shall be made in accordance with the laws of the State of California (excluding that body of law denominated as the choice of law rules) and shall include the determination of a prevailing party.  All arbitration proceedings shall be conducted by JAMS in Santa Clara County, California, and in accordance with their rules, except as otherwise stated herein.  The duty to arbitrate shall survive any cancellation or termination of this document.  BY SIGNING THIS DOCUMENT, THE PARTIES TO THIS AGREEMENT ARE GIVING UP THEIR RESPECTIVE RIGHTS TO A JURY TRIAL

  8. The Customer (debtor) further certifies that the Customer (debtor) assumes all liability for payment of the tax if the goods ordered pursuant to this agreement are used or consumed in such a manner as to render the sale of goods subject to tax even if it is not specified on a quote.  Without currently valid resellers permit on file at RMS Supply, Inc., the Customer (debtor) will automatically be charged sales tax.  

  9. Customer (debtor) agrees to pay a minimum service /handling charge of $30.00 on any check returned unpaid by the Customer’s (debtor’s) bank to RMS Supply, Inc. 

  10. Special quotations may be subject to non-standard credit terms.  Customer (debtor) understands that there are no returns, refunds or credits on special order items and/or custom fabricated items.  Special Order items and custom fabricated items are non-cancellable once the order has been placed.  Pricing given on any quote is good for seven (7) calendar days unless otherwise noted on the actual quote.  Any special orders or custom fabricated items may be billed to Customer (debtor) upon receipt of the items at RMS Supply, Inc’s location if the Customer (debtor) will be picking the items up or upon completion of the custom fabricated items even if the Customer (debtor) has not yet taken possession of the items.  Placement of any special order or custom fabricated item constitutes acceptance of the billing in this manner.  Payment is due based on the Customer’s (debtor’s) standard terms from the date of the invoice.  Any special order item and/or custom fabricated item left over 30 days from the date of invoice or the date the material was ready for pick up, whichever is later, is considered abandoned and may be disposed of in any way determined by RMS Supply, Inc.  At RMS Supply Inc.’s sole discretion, it may choose to hold the items longer in which case a storage fee may be charged to the customer.  Payment for items considered abandoned is due in full with any additional storage fees assessed based on the customers standard terms.

  11. Product Returns/Exchanges are accepted under the following terms:

    1. All returns/exchanges are subject to a 15% restocking fee.
    2. Must have receipt at time of return/exchange.
    3. Absolutely NO returns/exchanges on custom items.
    4. All material accepted for return/exchange must be in new/resellable condition.
    5. No returns/exchanges of coil under 200 feet.
    6. All returns will be store credit unless original payment type was credit card.
    7. Return/Exchange Minimum is $25.00.
  12. RMS Supply, Inc. may deliver material to you from time to time.  Appropriate access for people, trucks and/or machinery (gradeall’s, forklifts, cranes, roll forming machines) to a delivery site is authorized by Customer (debtor) at the time the delivery request is made.  Access must be provided in or around the time specified and any special requirements must be known prior to the delivery being scheduled otherwise additional fees may be charged.  RMS Supply, Inc. may at times also deliver items to your roof top (ex. Jobsite roll forming of metal panels).  It is the Customer’s (debtor’s) responsibility to take all necessary precautions to protect the property, landscaping and personal property in and around the jobsite.  Whenever delivering to a rooftop, there is a risk that items inside the structure can fall, debris can fall from the ceiling, etc.  RMS Supply, Inc. takes no responsibility for loss of personal items.

  13. Oil Canning is an inherent part of light gauge metal products including architectural roofing, siding and soffit panels.  Oil Canning is an aesthetic issue typically that can be caused by the variations in the substrate and/or by thermal movement.  There is no guarantee to the elimination of oil canning.  Oil Canning is NOT a cause for rejection of material.

  14. No loss, injury or destruction of said product shall release buyer from the obligations of payment for said product.

  15. RMS Supply, Inc. shall not be held responsible for delay in delivery or availability of product that is caused by fires, floods, strikes, labor disputes, accidents, acts of war, priorities required or requested by any government authority, transportation delays, restrictions imposed by Federal or State Law or regulations, RMS Supply, Inc.’s inability to secure raw materials or other causes beyond RMS Supply Inc.’s control.

  16. All orders placed by any person (including employee, affiliate, prior employee) of Customer (debtor) will be accepted by RMS Supply, Inc. and paid by Customer (debtor) even if that person did not have the appropriate authority to do so, unless Customer (debtor) has provided in writing all authorized persons to place orders.

  17. All verbal orders placed by Customer (debtor) are at the sole risk of the Customer (debtor).

  18. RMS Supply, Inc.’s liability and Customer’s (debtor) remedy are limited, at RMS Supply, Inc’s option, to the replacement of defective goods at the F.O.B. point or repayment of the purchase price.  Replacement of defective goods or repayment of the purchase price will be made only upon RMS Supply, Inc.’s receipt of Customer’s (debtor’s) written notice that the goods are defective, and upon RMS Supply, Inc.’s inspection and acceptance of the goods.  All claims must be made within five (5) days of receipt of the goods.

  19. RMS Supply, Inc. purchases, sells and uses items in its day to day operations known to contain harmful chemicals and could cause cancer or serious injury or illness.  It is the Customer’s (debtor) responsibility to take the necessary precautions when purchasing any item from RMS Supply, Inc.  There are many MSDS sheets available for the products sold and used by RMS Supply, Inc. that are available to you upon request.

  20. Customer (debtor) hereby indemnifies RMS Supply, Inc. and its officers, directors, shareholders and agents and holds them harmless, from and against any and all damages, liabilities, losses, costs and expenses (including attorneys’ fees) arising out of, or relating in any manner to, the installation of the goods and materials purchased by Customer (debtor) from RMS Supply, Inc.

  21. RMS Supply, Inc. shall have all the legal rights and remedies available to it under federal, state and any other applicable laws as a supplier of goods and materials to the Customer (debtor).  Any election of remedies by RMS Supply, Inc. shall be non-exclusive to other remedies.

  22. Except as otherwise provided herein, any legal action to enforce the provisions of this contract shall be brought in the state and federal courts situated in the County of Santa Clara, State of California.

  23. The failure on RMS Supply, Inc.’s part to insist upon a strict performance of any of the terms and conditions herein shall not be deemed to be a waiver of such terms or conditions or of any rights or remedies which RMS Supply, Inc. may have in demanding strict performance of all the terms and conditions herein contained.  Remedies herein reserved to RMS Supply, Inc. shall be cumulative and addition to any other or further remedies provided by law.  The taking of any action by RMS Supply, inc. shall not be deemed to be an election of that action to the exclusion of others.