1 Governing Provisions; Acceptance

The purchase order, request for proposal, request for quote, or other ordering document issued by Buyer (each, a “PO”) together with these Terms and Conditions (these “Terms”) constitute Buyer’s offer (or, where applicable, counteroffer) to purchase the goods, materials, fabricated products, equipment (collectively, the “Products”) and/or services identified in the PO (the “Work”) from the seller, supplier, or subcontractor identified in the PO (collectively, the “Seller”). These Terms are published online at the address stated in the PO and are incorporated into the PO by reference with the same force and effect as if fully set forth therein. By executing or acknowledging the PO, commencing performance, delivering any Products, or rendering any Work, Seller accepts the PO and agrees to these Terms.

Without limiting the foregoing, Buyer and Seller agree that Seller will provide the Products and perform the Work in accordance with the terms and conditions set forth in these Terms and any Prime Contract, including without limitation plans, specifications, general and special conditions, supplemental and special provisions, addenda, amendments, bulletins, modifications, and all other documents forming a part of, or incorporated by reference into, any Prime Contract, as the same may be updated from time to time – all of which will be referred to as the “Contract Documents.” If there is any conflict between or among the requirements of the Contract Documents, Seller will be governed by the provisions that impose the greater duty on Seller. Seller will bind lower-tier subcontractors, suppliers, and all others to the performance obligations and responsibilities that Seller assumes toward Buyer. Seller acknowledges that it has read and is familiar with the Contract Documents and agrees to comply with all applicable obligations they impose.

This offer is not a confirmation or acceptance of any offer made by Seller, and acceptance is expressly made conditional on Seller’s assent to these Terms and to the PO. Buyer objects to and rejects any additional or different terms contained in any quotation, acknowledgment, invoice, packing slip, click-through, or other form or correspondence of Seller, and no such additional or different terms will be of any force or effect unless expressly agreed to in a writing signed by Buyer.

These Terms, any supplemental Buyer terms referenced in the PO, and the consistent terms of the PO (together, the “Agreement”) constitute the entire agreement between the parties on the subject of the purchase(s) covered by the PO, and supersede all prior or contemporaneous written or oral communications, proposals, and negotiations. For the avoidance of doubt, business terms or documents referenced in a PO (e.g., specifications, scopes of work, supplemental Buyer terms, part numbers, identities of Seller personnel) are included within the definition of "Agreement," but any legal terms provided by Seller are expressly excluded from such definition. If there is any conflict between the PO and these Terms, these Terms will control unless (a) the PO specifically states the Section of these Terms that it will supersede and (b) the PO is signed by Buyer. Unless otherwise stated on the face of the PO, this offer expires 30 days after the date set forth at the top of the applicable PO.

2 Definitions

In addition to terms defined elsewhere in these Terms: (a) “Buyer” means the entity identified as the buyer or purchaser on the face of the PO; (b) “Prime Contract” means any agreement, and related Contract Documents, between Buyer and an Upstream Party related to the Products or Work; (c) “Project” means the construction or fabrication project identified by the Job/Project Number on the face of the PO, for which the Products or Work are furnished; (d) “Upstream Party” means a project owner, general contractor, construction manager, or other higher-tier party from which Buyer is or may be entitled to receive payment for the Products or Work; and (e) “Applicable Laws” means all federal, state, and local statutes, regulations, codes, orders, and standards applicable to the Products, the Work, the Project, or the parties’ performance.

3 Changes

Buyer reserves the right, at any time, to make changes in any of the following: (a) any specifications, drawings, and/or data incorporated into such Products; (b) methods of shipment or packing; (c) place of delivery; (d) time or sequence of delivery or performance; and (e) the scope of the Work. If any such change causes a change in the cost of, or the time required for, performance, an equitable adjustment will be made in the price or delivery schedule, or both. Buyer may at its option cancel the order if agreement on an equitable adjustment cannot be reached. Any claim by Seller for adjustment under this Section is deemed waived unless asserted in writing within 10 days after Seller’s receipt of the change. Price increases or extensions of time will not bind Buyer unless evidenced by a written change order issued and signed by Buyer. No (y) substitution, change, or modification of the Products or Work may be made, or (z) additional cost, fee, surcharge, or expense of any kind will be added to the price without Buyer’s prior written authorization.

4 Shipping

Unless the PO states otherwise, shipping terms are F.O.B. Buyer’s designated destination (as defined in the Oregon Uniform Commercial Code), and all risk of loss or damage to Products remains with Seller until conforming Products have been received, inspected, and accepted by Buyer at the destination. All Products will be suitably packed, marked with the PO number and Job/Project Number, and shipped in accordance with Buyer’s instructions and the requirements of common carriers. Packing slips showing the PO number, part number(s) (if applicable), and quantity must accompany all shipments, and the final shipment must be marked “Order Completed.” Seller will not charge for boxing, packing, crating, or carting unless separately itemized in the PO. 

5 Time of the Essence

TIME IS OF THE ESSENCE. Seller will deliver the Products and perform the Work in the quantities, within the times, in accordance with the specifications, drawings, and approved samples, and at the prices stated in the Agreement. Seller acknowledges that delays in delivery or performance may expose Buyer to substantial damages, including to Upstream Parties; Seller is responsible for such damages. If delivery or performance is not completed on time, Buyer may, without liability and in addition to its other rights and remedies, cancel all or any part of the PO, procure substitute or additional Products or Work elsewhere, and recover from Seller the excess costs and resulting damages. If delivery or performance is delayed for any reason, Seller must promptly notify Buyer and take steps to mitigate such delay, such as by devoting additional personnel to the Work or shipping the Products by the most expeditious method at Seller’s expense. Seller will not anticipate delivery by manufacturing or shipping Products in quantities exceeding what is reasonably required to meet Buyer’s schedule; Products received in advance may, at Buyer’s option, be returned at Seller’s expense or accepted with payment withheld until the scheduled date.

6 Quality; Inspection; Acceptance; Records

Inspection and Acceptance. All Products and Work (including work in progress) are subject to inspection and testing by Buyer (or by an Upstream Party) at any reasonable time before, during, or after manufacture, fabrication, delivery, or performance. If inspection or testing occurs at Seller’s premises, Seller will provide reasonable facilities and assistance without additional charge. Without limiting the foregoing, Seller will honor any Buyer or Upstream Party’s designated hold and witness points and will not proceed past a hold point without Buyer’s written release. Notwithstanding any prior inspection or any payment made, all Products and Work are subject to final inspection and acceptance at Buyer’s or the Project’s designated location, and no Products or Work are deemed accepted until such final inspection and acceptance. Inspection does not waive Buyer’s right of subsequent rejection for latent or undiscovered defects or nonconformities. Seller will maintain quality assurance and quality control procedures consistent with industry best practices and will retain all QA/QC, inspection, and Project records during performance and for at least seven years thereafter, furnishing them to Buyer on request.

1. Records. During performance of the Agreement, and for a period of seven years after completion, Seller will maintain accurate and complete records relating to its performance, including without limitation all documents and information required by Applicable Law to be maintained. Seller will make such records available to Buyer upon request.

2. Materials Traceability; Mill Certifications. Seller will maintain full traceability of all steel and other building materials and will not commingle, substitute, or use unidentified or nonconforming material. Before or with delivery, Seller will furnish legible mill test reports and certified material test reports (MTRs/CMTRs) showing chemical and mechanical properties and demonstrating conformance to applicable specifications, the Contract Documents, and Applicable Laws. Materials will be marked or tagged to permit identification to their MTRs throughout fabrication and delivery. This Section is in addition to Seller’s origin and melt-and-manufacture obligations in Section 13.

3. Welding. All welding, weld procedures, and welder and operator qualifications must conform to the Contract Documents and applicable industry standards (e.g., American Welding Society and American Institute of Steel Construction codes). On request, Seller will furnish such additional welding records as Buyer may reasonably request. 

4. Coatings; Surface Preparation. Surface preparation and protective coatings will conform to any standards specified in the Contract Documents. Seller will document coating inspections and, on request, furnish product data, batch records, and applicator certifications.

5. Nonconformances. Seller will promptly notify Buyer in writing of any nonconforming material, weld, coating, dimension, or other Work and will not repair, rework, disposition, or ship any nonconforming Products without Buyer’s prior written direction. Seller will maintain a nonconformance report log and furnish it on request. Buyer, together with any Upstream Party or engineer of record, may review and must approve any proposed repair or use-as-is disposition, and approved repairs will be re-inspected and re-tested at Seller’s expense. No disposition, approval, inspection, or payment waives Buyer’s warranty or other rights.

7 Price

The prices stated in the PO are firm and are not subject to increase. Seller represents that the prices charged are no less favorable than those Seller extends to other customers.

8 Invoicing and Payment

Seller must submit correct and complete invoices referencing the PO number and the Job/Project Number. Unless the PO states otherwise, payment terms are Net 30 from the later of Buyer’s receipt of a conforming invoice or acceptance of the Products or Work. Where the Products or Work relate to a Project for which Buyer is entitled to receive payment from an Upstream Party, Buyer’s payment to Seller may be delayed until payment from the applicable Upstream Party is received.  During such delay, Seller agrees that its claim for payment against Buyer will be suspended and abated, on an interest-free basis, until Buyer has had a reasonable opportunity to exhaust its payment remedies against the Upstream Party(ies). Buyer may condition any progress or final payment on Seller’s delivery of conditional and unconditional lien and claim waivers (for the current and prior payments, respectively) in a form acceptable to Buyer and any Upstream Party, and on satisfactory evidence that all of Seller’s lower-tier subcontractors, suppliers, and laborers have been paid. Payment does not constitute acceptance of nonconforming Products or Work.

9 Setoff

Buyer may set off and recoup against any amount due to Seller any amount due from Seller to Buyer or its affiliates, whether arising under the Agreement, another PO, or otherwise.

10 Taxes

Except as expressly stated in the PO, prices include all applicable federal, state, and local taxes, duties, customs, and assessments, and Buyer will not be separately liable for any such amounts in connection with the sale, purchase, transportation, use, or possession of the Products or Work.

11 Warranties

Seller represents and warrants that, for a period of the longer of (i) five years after acceptance, (ii) the applicable warranty period stated in the PO or required by the Prime Contract or Upstream Party, or (iii) the period provided by Applicable Law, the Products and Work: (a) will be free from defects in design (other than Buyer-furnished designs), material, fabrication, and workmanship; (b) will be new (unless otherwise stated), of good and merchantable quality, and free of all liens and encumbrances; (c) will conform to Buyer’s and any applicable Upstream Party’s specifications, drawings, and approved samples; (d) will be fit for the particular purposes for which they are required, Seller acknowledging that Buyer relies on Seller’s skill and judgment to select and furnish suitable Products and Work; (e) will be performed in a good and workmanlike manner consistent with the best practices and applicable professional standards in Seller’s industry; and (f) will be produced, processed, performed, and furnished in compliance with all Applicable Laws. If Seller is not the manufacturer, Seller assigns to Buyer all manufacturers’ warranties, which are in addition to Seller’s warranties. These warranties survive inspection, delivery, acceptance, and payment, and run to Buyer, its affiliates, successors, assigns, and the Upstream Parties. Further, without limiting this Section or Section 1, Buyer expressly rejects any warranty disclaimers or limitations in any Seller materials: any such disclaimers or limitations are void and of no effect.

12 Remedies for Nonconforming Products or Work

If any Products or Work are, in Buyer's reasonable determination, defective, nonconforming, or otherwise not in compliance with the Agreement, Buyer may, at its option and in addition to its other remedies and without waiving the requirement of timely performance: (a) require prompt correction, repair, replacement, or re-performance at Seller’s expense; (b) reject and return the Products at Seller’s risk and expense for replacement, credit, or refund; (c) retain the Products at an equitably adjusted price; (d) procure substitute Products or Work (including without limitation contracting with third parties to provide such substitutes) and charge Seller the excess cost plus all resulting damages; or (e) hold the Products at Seller’s risk and expense pending Seller’s instructions. Buyer will be reimbursed for all costs of storage, handling, packing, transportation, removal, and re-installation associated with nonconforming Products or Work, and Seller bears all risk of loss in transit on returned Products.

13 Materials Disclosure

On Buyer’s request, Seller will promptly furnish a list of all materials in the Products and any changes thereto. Before and with each shipment, Seller will provide sufficient written warning, labeling, and safety data sheets for any hazardous material (including without limitation lead content) that is part of the Products, together with handling instructions necessary to enable carriers, Buyer, the Upstream Parties, and their employees to handle, transport, process, use, and dispose of the Products safely and in compliance with Applicable Laws. On request, Seller will certify the country of origin and melt-and-manufacture information for the Products and furnish mill test reports, certifications, and traceability documentation necessary for Buyer to comply with the Contract Documents, including any domestic-content or domestic-steel requirements applicable to the Project. Seller warrants the Products comply with all such requirements identified in the PO or Contract Documents.

14 Buyer-Furnished Property

All dies, molds, patterns, jigs, fixtures, drawings, specifications, tooling, equipment, and other property furnished to Seller by Buyer, or paid for by Buyer (whether or not separately itemized), remain Buyer’s property, will be conspicuously identified as such, will be used only in filling Buyer’s orders, will be held at Seller’s risk, and will be kept insured by Seller at its expense for the benefit of Buyer in an amount equal to replacement cost, with loss payable to Buyer. Such property is subject to removal on Buyer’s instruction and will be promptly delivered to Buyer on request. No change will be made to Buyer-furnished designs, drawings, specifications, or tooling without Buyer’s prior written consent.

15 Intellectual Property; Work Product; Product Title

1. Intellectual Property. Seller warrants that the Products and Work, and Buyer’s and the Upstream Parties’ use thereof, will not infringe or misappropriate any patent, copyright, trademark, trade secret, or other proprietary right of any third party, and that no such claim is pending or threatened. Seller hereby assigns to Buyer all right, title, and interest in materials, drawings, designs, inventions, and other work product prepared or developed by Seller under the Agreement (“Work Product”), excluding Seller’s pre-existing intellectual property, as to which Seller grants Buyer a perpetual, irrevocable, royalty-free, worldwide license to use it as embodied in the Products and Work. 

2. Product Title. Title to Products passes to Buyer on the earlier of acceptance or payment, free and clear of all liens and encumbrances, with good and merchantable title. Seller will keep the Project and the property of Buyer and the Upstream Parties free of all liens, stop-payment notices, and claims arising from the performance of Seller or its lower-tier subcontractors, suppliers, and laborers. Seller will promptly pay all such persons and, within five days after demand, will discharge or bond around any lien or claim filed by or through Seller, indemnifying and defending the Indemnified Parties against all resulting losses. Buyer may condition its payment obligations on lien waivers and releases in a form acceptable to Buyer and any Upstream Party.

16 Indemnification

1. Indemnification Requirement. To the fullest extent permitted by law, Seller will indemnify, defend, and hold harmless Buyer, its affiliates, and the Upstream Parties, and their respective owners, officers, directors, employees, agents, successors, and assigns (collectively, the “Indemnified Parties”), from and against any and all claims, demands, suits, losses, damages, liabilities, fines, penalties, liens, costs, and expenses (collectively, “Claims”), arising out of, resulting from, or in connection with: (a) the Products or Work furnished by Seller; (b) any actual or alleged defect or nonconformity in the Products or Work; (c) any negligent or willful act or omission, or breach of the Agreement, by Seller or its officers, employees, agents, or lower-tier subcontractors or suppliers; (d) any actual or alleged infringement or misappropriation of any intellectual property or proprietary right; (e) any actual or alleged violation of Applicable Law by Seller or those for whom it is responsible; (f) any lien, stop-notice, or claim asserted by or through Seller; and (g) any breach of Seller’s warranties. These indemnity obligations survive termination or expiration of the Agreement.

2. Indemnification Process. Buyer will give Seller notice of any Claim for which indemnification is sought. Buyer may, at its option, assume and control the defense of any Claim with counsel of its choice, in which case Seller will pay Buyer’s defense costs as incurred; otherwise Seller will defend with counsel reasonably acceptable to Buyer, and Buyer may participate with its own counsel at its expense. Seller will not settle any Claim in a manner that imposes any obligation on, or admits fault by, any Indemnified Party, or that does not fully release the Indemnified Parties, without Buyer’s prior written consent.

3. Insurance and Immunity. Seller’s indemnity obligations are not limited by the amount or type of damages, compensation, or benefits payable under any workers’ compensation, disability, or similar law, or by the limits of the insurance Seller is required to maintain. To the extent permitted by Applicable Law, Seller expressly and specifically waives any immunity afforded under workers’ compensation statutes solely with respect to its indemnity obligations to the Indemnified Parties.

4. Oregon Construction-Agreement Limitation. Notwithstanding anything to the contrary in the Agreement, with respect to any “construction agreement” within the meaning of ORS 30.140 or other similar Applicable Law, Seller’s obligation to indemnify and defend the Indemnified Parties does not extend to claims caused by the sole negligence or willful misconduct of the Indemnified Party seeking indemnity. This Section will be enforced to the maximum extent permitted by ORS 30.140 and other Applicable Law, and the invalidity of any portion will not affect the remainder.

17 Insurance

During performance and for at least five years thereafter (or any longer completed-operations period required by the Prime Contract), Seller will maintain at its expense, with insurers reasonably acceptable to Buyer: (a) workers’ compensation insurance meeting statutory requirements and employer’s liability insurance with limits of not less than $1,000,000; (b) commercial general liability insurance (including premises/operations, products/completed operations, personal and advertising injury, contractual liability, and broad-form property damage) with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate; (c) automobile liability insurance covering owned, hired, and non-owned vehicles with a combined single limit of not less than $1,000,000; and (d) such umbrella/excess and other coverage (including professional/E&O, pollution, or installation/builder’s risk) as may be specified in the PO or required by the Project. Buyer, its affiliates, and the Upstream Parties will be named as additional insureds on a primary and non-contributory basis (including completed operations), and all policies will provide a waiver of subrogation in favor of the Indemnified Parties. Seller will provide certificates of insurance and additional-insured endorsements before commencing Work and on request. Seller will require each lower-tier subcontractor to carry insurance appropriate to its scope and consistent with this Section, and will give Buyer at least 30 days’ written notice before any cancellation or material reduction of required coverage.

18 Safety, Health, and Site Rules

While performing Work on Buyer’s premises or at any Project site, Seller and its employees, agents, and lower-tier subcontractors will comply with all Applicable Laws and with the safety, health, security, conduct, and site rules of Buyer and the Upstream Parties, including rules concerning workers, personal protective equipment, cameras, security, confidentiality, designated entrances, hours of work, and the handling of equipment and materials, and will perform all Work in a professional and safe manner. Seller is responsible for the safety of its personnel and for compliance with Applicable Laws, including without limitation federal Occupational Safety and Health Administration (“OSHA”) and applicable state safety regulations. Buyer may require Seller to remove Seller personnel from the applicable premises if they violate such rules.

19 Buyer's Damages

Seller is responsible for all losses, liabilities, damages, expenses, and other costs of prosecuting an action for breach, and including incidental, consequential, and delay-related damages, that Buyer sustains because of any breach of the Agreement by Seller. Buyer’s aggregate liability arising out of or related to the Agreement will in no event exceed the price of the Products, and Work set forth in the applicable PO. Buyer is not liable to Seller or others for any indirect, incidental, consequential, or punitive damages, or lost profits.

20 Compliance with Laws

Seller will comply, and will cause its employees, agents, and lower-tier subcontractors to comply, with all Applicable Laws in connection with the Agreement, including without limitation export/import laws, OSHA regulations, immigration and work-authorization laws, prevailing-wage and the Fair Labor Standards Act, anti-bribery and anti-discrimination laws, and, where applicable to publicly funded Projects, Davis-Bacon Act and state prevailing-wage requirements.

21 Independent Contractor

Seller is an independent contractor. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship, and neither party has authority to bind the other. Seller is solely responsible for its personnel, including their wages, benefits, taxes, and supervision, and for furnishing all materials and equipment needed for it to provide the Products and perform the Work.

22 Assignment; Subcontracting; Flow-Down; Third-Party Beneficiaries; Further Cooperation

Seller will not assign or subcontract any portion of the performance of a PO without Buyer’s prior written consent. Any assignment in violation of this prohibition is voidable in Buyer's sole discretion. If the Products or Work relate to or support an Upstream Party and/or Prime Contract, Seller agrees that the applicable provisions of that Prime Contract or other Upstream Party contract (including schedule, quality, safety, lien-waiver, dispute resolution, legal compliance, and flow-down requirements, and, for government contracts, applicable FAR and agency-supplement clauses) are incorporated into the Agreement if they apply to the Products or Work, and Seller will comply with them.  The Indemnified Parties and Upstream Parties are intended third-party beneficiaries of the warranty, indemnification, insurance, and lien provisions of the Agreement; except as so provided, the Agreement creates no third-party beneficiary rights. Seller will provide such additional assistance, and execute such additional documents, as Buyer or any Upstream Party may reasonably request to effect the intent of the Agreement and any Prime Contract.

23 Termination

Buyer may terminate the Agreement, in whole or in part, for any reason and at any time by providing written notice to Seller. In such case, Buyer’s liability, and Seller's sole remedy, is limited to Seller’s reasonable, documented, out-of-pocket costs for Products and Work properly performed and not yet paid for as of the notice, reduced by the fair-market or salvage value of work in process and materials, and excluding anticipated profit on such Products and Work. Buyer may also terminate the Agreement, in whole or in part, for cause and without liability (except for conforming Products previously accepted) if Seller (a) fails to deliver or perform on time, (b) breaches any term of the Agreement, or (c) becomes insolvent or the subject of bankruptcy, receivership, or assignment for the benefit of creditors. On termination, Seller will, unless directed otherwise, stop work, stop placing orders, instruct subcontractors to cease work, and otherwise mitigate costs, and protect work in progress and Buyer’s property.

24 Force Majeure

Buyer will not be liable for any delay or failure in performance, or in accepting delivery, due to causes beyond its reasonable control, including acts of God; governmental act, regulation, or request; epidemic, pandemic, or quarantine; fire, earthquake, flood, or accident; war, terrorism, or riot; transportation delays or carrier defaults; interruptions in power or communications; labor disputes; or inability to obtain labor, materials, or facilities at commercially reasonable prices. Without limiting the foregoing, Buyer may extend any delivery dates for the period of the delay.

25 Confidentiality; Publicity

Seller will not disclose or use, except to perform the Agreement, any non-public information of Buyer, the Project, or the Upstream Parties (collectively, “Confidential Information”), and will treat the existence and terms of the Agreement as Confidential Information. Without limiting the foregoing, Seller will not refer to Buyer or its affiliates, the Project, Upstream Parties, or the Products or Work in any advertising, press release, website, or other public communication without Buyer’s prior written consent. Seller will use reasonable technical, administrative, and physical safeguards to protect all Confidential Information from unauthorized access, use, or disclosure. Seller will return to Buyer or destroy, as requested by Buyer, all copies of Confidential Information and provide a signed statement from an officer of Seller attesting to its destruction. If Seller has incorporated Confidential Information into its own materials, including but not limited to documents, systems, programs, and developments, such materials will also be returned to Buyer or destroyed.

26 Data Security

At all times during its performance under the Agreement, Seller must maintain a commercially reasonable written information-security program that complies with Applicable Laws and deploy commercially reasonable access controls, encryption, incident response, training, physical security, and third-party risk assessments. Seller will notify Buyer in writing within 72 hours of any actual or suspected incident involving unauthorized access, use, or disclosure of Confidential Information ("Security Incident") and will provide all information and assistance as Buyer and Upstream Parties may request in connection with any Security Incident.

27 Cumulative Remedies; No Waiver

The rights and remedies of Buyer under the Agreement are cumulative and in addition to any other rights and remedies available at law or in equity. No waiver of any breach is a waiver of any other or subsequent breach, and no waiver is effective unless in a writing signed by Buyer.

28 Notices

Notices to Buyer must be in writing and delivered to the address shown on the face of the PO, to the attention of the purchasing department, with a copy as the PO may direct. Notices are effective on receipt.

29 Severability; Survival

If any provision of the Agreement is held invalid, illegal, or unenforceable, the remaining provisions remain in full force, and the invalid provision will be enforced to the maximum extent permitted by law. Provisions that by their nature should survive completion or termination, including without limitation those concerning warranties, indemnification, insurance, liens, confidentiality, and limitations, will survive.

30 Updates

Buyer may modify, amend, or update these Terms from time to time in its sole discretion by posting revised Terms at the address stated in the PO. The version of these Terms in effect on the date of the applicable PO governs that PO.

31 Governing Law and Venue

The Agreement will be governed, construed, and enforced in accordance with the substantive and procedural laws of the State of Oregon, without regard to its conflict-of-laws principles. Buyer and Seller each irrevocably and unconditionally agree that the sole and exclusive forum and venue for any action or proceeding arising out of or relating to the Agreement will lie in the state and federal courts in Multnomah County, Oregon, and each party irrevocably submits to the personal jurisdiction of such courts.