9050 Centre Point Drive, Suite 220, West Chester, OH 45071-8712
1-877-576-2600 - Fax: 513-785-2388
TERMS & CONDITIONS OF SALE
The following are the terms and conditions of sale for material offered by The J.R. Metals Company, 9050 Centre Point Drive, Suite 220, West Chester, OH 45071-8712, hereinafter defined as SELLER. BUYER is defined as the corporation, company, individual, or entity placing a valid Purchase Order to buy material offered for sale by SELLER, and shall be responsible for payment of all invoices rendered by SELLER in the supply of offered material.
ACCEPTANCE: Any contract for services provided which resulted from this quotation is expressly conditional on acceptance of BUYER’S order at SELLER’S office at the address shown on the face hereof. It is expressly understood and agreed that any contract resulting from this quotation must contain all terms and conditions printed here on and any conflicting or varying terms and conditions by BUYER are expressly rejected.
LIMITED WARRANTIES: There are no understandings, terms, conditions, or warranties not fully expressed herein. SELLER warrants title to and freedom from encumbrance of the products sold hereunder and SELLER warrants that products bought on the basis of the description thereof as appears or is referred to on the face hereof, are of merchantable quality. There are no warranties, expressed or implied, with respect to products sold or services provided hereunder that are misused, abused, or operated on mechanical equipment improperly designed or maintained or which are used, supplied for use or made available for use in any nuclear application of which the SELLER has not been notified in writing by BUYER at time of BUYER’s offer for products or services sold hereunder. SELLER makes no other warranty whatsoever, expressed or implied. All implied warranties of merchantability and all implied warranties of fitness for any particular purpose which exceed or differ from the warranties herein expressed are disclaimed by SELLER and excluded from this agreement. If material is processed by a third party PROCESSOR, all warranties applying to processing services are not under warranty by SELLER. Any such warranties are then encompassed in the terms and conditions of sale of third party PROCESSOR as purchased by BUYER.
LIMITATION
OF BUYERS REMEDIES: Understanding
that the SELLERS business is the distribution of excess and secondary
steel products, the SELLER will not be held liable for hidden defects
within a coil or bundle. Claims
will be addressed for the following areas:
misidentification of product type, misrepresentation or ductility
or hardness, misrepresentation of gauge, peeling and/or adherence
problems, and gross shape defects.
Weight discrepancies must exceed 1% of the total invoice weight
for a claim to be filed. SELLER
will also not be responsible for processing charges, in/out charges,
down-time charges, or any other costs associated with non-conforming
material. Freight charges
will be negotiated on a case-by-case basis.
SELLER will only take non-conforming material back in it’s
original form – SELLER will not take back processed material.
LIMITATION OF LIABILITY FOR FAILURE OR DELAY IN DELIVERY: In no event shall SELLER be liable for labor or for any consequential or any other damages resulting from failure or delay in delivery. No delivery dates are guaranteed.
FORCE MAJEURE: In any event and in addition to all other limitations stated herein: SELLER shall not be liable for any act, omission, result or consequence, including but not limited to any delay in delivery or performance, which is due to any act of GOD, the prior performance of any government order, any order bearing priority rating or order placed under any allocation program (mandatory or voluntary) established pursuant to law, local labor shortages, fire, flood, or other casualty, governmental regulation or requirement, shortage or failure of raw material, supply, fuel, power, or transportation, breakdown of equipment, or any causes beyond SELLERS reasonable control whether of similar or dissimilar nature than those above enumerated, or due to any strike, labor dispute, or difference with workers, regardless of whether or not SELLER is capable of settling any such labor problem.
CREDIT APPROVAL: Shipments, deliveries, and performance of work shall at all times be subject to approval of SELLER’S Credit Department. Notwithstanding any other remedies, the SELLER may at any time decline to make shipment or delivery or perform any work except upon receipt of payment or security or upon terms and conditions satisfactory to such department.
PASSAGE OF TITLE: All material is quoted and sold FOB: SELLER Location unless otherwise negotiated. Title is transferred to BUYER upon shipment from SELLER location. SELLER reserves the right to select the carrier to and from SELLERS facilities if BUYER fails to ship material within two weeks (14 days) from the date the order is placed with the SELLER. If BUYER fails to designate a “ship-to” location, SELLER reserves the right to ship material to nearest available warehouse, or transfer title to BUYER if material is already stored at an outside warehouse, and invoice BUYER at that time.
PAYMENTS: If BUYER shall fail to comply with any provision, or to make payments that are not in accordance with the terms of this contract or any other contract between BUYER and SELLER, SELLER may take its option to defer shipments, or, without waiving any other rights, terminate this contract. All deliveries shall by subject to SELLERS credit as outlined above. All payments must be made within 30 days of the invoice date. Payment terms are 1% discount if paid within 10 days of the invoice date, net 30 days. Invoices not paid within the established time period will incur a 1.5% interest rate or highest permissible amount per month until such time that the invoice is paid in full. In the event that BUYER fails to make payment of the purchase price or any portion thereof when due, SELLER shall have the right to employ an attorney or collection agency to collect the balance due, and BUYER agrees to pay all collection costs incurred by SELLER, including all reasonable attorney fees.
TRANSPORTATION CHARGES: Unless otherwise negotiated in advance by BUYER and/or SELLER, transportation charges to and from SELLERS location is at BUYERS expense.
CLAIMS OF BUYER: Claims by BUYER must be made in writing within 30 days of receipt of shipment or BUYER’S claims shall be barred. In addition, SELLER must be given ample opportunity to investigate the claim before BUYER disposes of the material, or else BUYER’S claim shall be barred. BUYER’S exclusive remedy against SELLER for breach of warranty in respect to non-conformity of Goods shall be limited, at SELLERS sole option, to replacement of the non-conforming Goods, to issuance of a return authorization and credit for the purchase price of the non-conforming goods, or effecting a purchase price adjustment if BUYER can use the non-conforming Goods. In addition, the SELLER shall incur no liability for damages, shortages, or other causes alleged to have occurred or existed prior to delivery by the carrier unless the BUYER has entered full details, thereof on its receipt from the carrier. A variation between SELLER’S and BUYER’S scale weight of up to 1% shall be a permissible variation.
MECHANICAL PROPERTIES / CHEMICAL ANALYSIS: Data referring to mechanical properties or chemical analysis are the results of tests performed on a specimen obtained from a specific location of the product in accordance with prescribed sampling procedures. Any warranty thereof is limited to the values obtained at such locations and by such procedures.
PERMISSIBLE VARIATIONS: The services provided hereunder shall be subject to SELLER’S standard material processing, tolerances, and classifications.
TECHNICAL ADVICE: SELLER shall not be responsible for the results of any technical advice in connection with the design, installation, or use of the products sold hereunder.
TAXES: No tax imposed in respect to the sale of the products sold hereunder is included in any quotation by SELLER. Any such tax shall be added to and paid for by BUYER as part of the purchase price, if applicable. BUYER is responsible for filing any tax exemption certificates and/or numbers with SELLER at issuance of BUYER’S purchase order.
TERMINATION OF CONTRACT: The BUYER cannot cancel or modify purchase orders or hold up releases after steel is in process, except with SELLER’S consent. Any such action shall be subject to conditions as solely determined by SELLER. This shall include protection of the SELLER against all loss. SELLER may terminate contract in whole or part upon notice in writing to BUYER.
WAIVER: Failure or inability of either party to enforce any right hereunder shall not waive any right in respect to any other or future rights or occurrences.
PRICES: SELLER’S prices will be those in effect at time of shipment. SELLER reserves the right to divide any order that is greater than one truckload into separate shipments and invoice such shipments separately, in which case each shipment shall be deemed a separate contract and payment therefore shall be due in accordance with such terms.
DELIVERY: Unless otherwise agreed to in writing by the SELLER, the BUYER agrees to take delivery of the materials from all purchase orders within two weeks (14 days) from the date the order is placed with the SELLER. SELLER agrees to have all material from purchase order available for delivery within 48 hours of purchase order placement. In the event that the BUYER does not arrange to take delivery of the material in accordance with this Agreement, the SELLER, at SELLER’S option, may (1) transfer title of inventory to BUYER at the warehouse where the material is stored and invoice the BUYER at that time, or (2) charge a handling and storage fee not to exceed 5% per month or fraction thereof of the selling price of the stored materials. Material that remains in storage after thirty (30) days from the date of the purchase order shall become the property of the SELLER for disposition at the SELLER’S discretion. In that event, the BUYER shall not be liable for the invoice price of the material, but shall be liable for the storage fee and any other costs incurred. If BUYER cancels order after material has been made ready for shipment, the BUYER will be invoiced for cancellation charges, not to exceed $1.50/cwt for the material in question, plus any handling and storage fees that have previously been incurred. These charges are to cover the costs incurred by the SELLER for services performed, including any reduction is sale price initiated to dispose of subject mateial.
CONFLICTING PROVISIONS OFFERED BY BUYER: Any terms or conditions of any purchase order or other instrument issued by the BUYER, in connection with the subject matter of this document, which are in addition to or inconsistent with the terms and conditions expressed herein, will not be binding on SELLER in any manner whatsoever unless accepted by SELLER in writing.
STATUTE OF LIMITATIONS: The SELLER and BUYER agree that any action for a breach of this contract, including any action for a breach of warranty, must be commenced within one year after the cause of action accrues.
SEVERABILITY: In case any provision of this contract shall be declared invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.
APPLICABLE LAW: This contract shall be governed by, and construed and enforced in accordance with the laws of the State of Ohio. BUYER and SELLER specifically agree that any legal action brought relating to this contract will be brought and tried in the Federal District Court in Cincinnati, Ohio, or, in the absence of jurisdiction, The Butler County Court of the Common Pleas in Hamilton, Ohio.