Terms & Conditions of Sale
QUOTATIONS – All quotations are subject to change without notice, are subject to prior sale, and unless otherwise agreed are binding only for immediate acceptance. All sales are made subject to strikes, accidents, or other causes of any kind beyond our reasonable control. We reserve the privilege to cancel orders upon which full specifications have not been given within the time agreed. A buyer may not cancel material on special mill order without our written consent.
CONFIRMATION – Confirming orders should be marked “Confirmation”, preferably across the face of the order. Confirmation orders not so marked may be treated as original open orders and duplicated; in such cases we will not be responsible for expense and inconvenience incurred. Telephone orders are accepted at the risk of the buyer and shipments made before the receipt of confirmation are for the special convenience of the customer.
DELIVERIES AND CLAIMS AGAINST CARRIER – Promises of delivery on special orders are estimated as carefully as possible but can be subject to source or carrier conditions beyond our control. A clear receipt given to the carrier by the consignee eliminates the possibility of a claim for damage or shortage against the carrier. In cases of shortages or damaged material, both the buyer’s copy and the carrier’s copy of the receipt, freight bill, or delivery memo (as the case may be) must be noted with the detail of the shortage or damage and all the copies must be signed and acknowledged by the carrier’s driver or representative.
PAYMENT – Unless otherwise expressly provided, seller’s payment terms are net thirty (30) days from date of invoice. A cash discount is offered consistent with industry practice for payment within ten (10) days from the date of the invoice. Seller reserves the right to charge a finance charge up to two (2) percent over the prime rate on the amount of the invoice which remains unpaid thirty (30) days after the invoice date.
TECHNICAL ADVICE – None of our agents, employees or representatives have any authority to bind us to any affirmation, representation or warranty other than those stated herein or on our invoice form. Unless an affirmation, representation or warranty is specifically included or referred to herein or on our invoice form, it shall not be enforceable against us. In particular, any technical advice we furnish with respect to the use of material is given without charge, and we assume no obligation or liability for the advice given to the results obtained, all such advice being given and accepted at buyer’s risk.
WARRANTY – We warrant that all material, at the time of shipment by us, shall conform to any specifications set forth on the face of our sales form and shall conform to the description contained in the Certificate of Tests or Certificate of Compliance if either has been furnished by us in connection with a sale. WE DISCLAIM ALL OTHER WARRANTIES WITH RESPECT TO MATERIAL SOLD OR SERVICES RENDERED, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OR MERCHANTABILITY AND FITNESS OF THE MATERIAL OR SERVICES FOR ANY PARTICULAR PURPOSE. BY PLACING AN ORDER WITH US, A BUYER AFFIRMS THAT HE HAS NOT RELIED UPON THE SKILL OR JUDGMENT OF US OR ANY OF OUR AGENTS, EMPLOYEES OR REPRESENTATIVES TO SELECT OR FURNISH MATERIAL FOR ANY PARTICULAR PURPOSE, AND THE SALE IS MADE WITHOUT ANY WARRANTY BY US THAT THE MATERIAL IS SUITABLE FOR ANY PARTICULAR PURPOSE.
Except for the specifications, certificates and samples (if any) specifically referred to above, any description of the material or service contained on our sales form is for the sole purpose of identifying it, is not part of the basis of the bargain, and does not constitute a warranty that the material or service shall conform to that description. The use of any sample in connection with a sale is for illustrative purposes only, is not part of the basis of the bargain, and is not to be construed as a warranty that the material will conform to the sample. Any affirmation of fact or promise made by us is not part of the basis of the bargain and shall not constitute a warranty that the material will conform to the affirmation or promise.
FORCE MAJEURE – Seller shall not be liable for damages for any delay or failure in the performance of this Agreement from any cause beyond its reasonable control. Such causes shall include, but not be limited to; acts of God, strikes, riots, sabotage, war, fire, explosion, snow, ice, floods, accidents, epidemics, governmental order or regulations or inability to secure any necessary governmental or other permits, court orders, breakdown in machinery or despite seller’s due diligence, the failure of its suppliers to provide materials in a timely manner.
EXCLUSIVE REMEDY – We will, at our option and as a buyer’s exclusive remedy, replace with new material, or refund the purchase price for, material that in our opinion is defective if the buyer gives written notice of the defect to us within 45 days after receipt. Our obligation shall not extend to any material that, in our judgment, has been affected by damage or wear resulting from operations performed after the sale, or from misuse, abrasion, corrosion, negligence, accident, tampering, faulty installation, inadequate maintenance, damage or casualty. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as we are willing and able to replace defective material or refund the purchase price within the time specified. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY OTHER DAMAGE, INCLUDING ANY DIRECT OR CONSEQUENTIAL DAMAGE OR LOSS, ARISING FROM CONTRACT, TORT OR OTHERWISE, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LOSS OR DAMAGE TO BUILDINGS, CONTENTS, PRODUCTS, OR PERSONS. Buyer must immediately discontinue use of any item claimed to be defective. No charge for labor or expense required to repair defective material or occasioned by it will be allowed.
LIMITATIONS ON ACTIONS – No action against us for breach of any sales agreement may be brought more than one year after the cause of action accrues.
ACCEPTANCE – Our sales are made pursuant to our terms and conditions. If we receive a purchase order that limits acceptance to its terms or states that our acknowledgement, shipping of material, commencing work, or other act or failure to act constitutes acceptance of an offer on the terms of the purchase order, no responding document sent by us shall be a definite and reasonable expression of acceptance of the buyer’s offer. In that event, our responding documents are intended as a counter offer, accepted when the buyer accepts shipment of any of the material described.