CONDITIONS OF SALE
The following conditions of sale refer to the terms and conditions of sale of material offered for sale by Manufacturers Metals, 70 W. Hubbard Street Ste. 206, Chicago, IL 60654, hereinafter defined as SELLER. When material is processed by a third party, hereinafter, shown as PROCESSOR, any terms and conditions of service sale by the third party processor shall prevail as the condition of sale for processing services. The following conditions of sale for processing shall apply in the same manner as the offer for sale of material. 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 also be responsible for payment of all invoices rendered by SELLER in the supply of offered material and/or offered processing services. 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 offered 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 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 which 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 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 the encompassed in the terms and conditions of sale of third party Processor as purchased by Buyer.
LIMITATION OF BUYER'S REMEDIES - Seller's liability hereunder shall be limited to the obligation to repeat services proven to have failed in meeting the process service specification at the time of delivery, or allow credit therefor, at its option. Seller's total cumulative liability in any way arising from or pertaining to any services provided shall not in any case exceed the purchase price and direct freight charges paid by Buyer for such services. In no event shall Seller have any liability for commercial loss, claims for labor, or consequential damages of any other type. It is expressly agreed that Buyer's remedies expressed in this paragraph are Buyer's exclusive remedies.
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. Understanding that Seller's business is the distribution of excess and secondary steel products, therefore, 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 of 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.
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 Seller's reasonable control whether of similar or dissimilar nature than those above enumerated, or due to any strike, labor dispute, or difference with workmen, 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 - Title to the products to be serviced by Seller, hereunder, shall remain with Buyer at all times unless otherwise directed by Buyer. Seller reserves the right to select the carrier to and from Seller's facilities.
PAYMENTS - If Buyer shall fail to comply with any provision, or to make payments 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, it may have, terminate this contract. All deliveries shall be subject to Seller's credit as outline above. All payments must be made within 30 days of invoice date. Invoices not paid within given time period will incur a 1.5% interest rate or highest permissible amount per month until such time that invoice is paid in full.
TRANSPORTATION CHARGES - Unless otherwise agreed in advance by Buyer and/or Seller, transportation charges to and from Seller's location is at Buyer's expense.
CLAIMS OF BUYER - Claims by Buyer must be made within 30 days to receipt of shipment, which Buyer and Seller agree is a reasonable time or Buyer's claims shall be barred. In addition, Seller must be given an opportunity to investigate the claim before Buyer disposes of the material, or else Buyer's claim will be barred. Seller shall incur no liability for damage, shortages, or other cause alleged to have occurred or existed prior to delivery to the carrier unless Buyer shall have entered full details, thereof on its receipt to the carrier. A variation between Seller's and Buyer's scale weight or theoretical weight determination up to 1% shall be a permissible variation.
MECHANICAL PROPERTIES, CHEMICAL ANALYSES - Data referring to mechanical properties or chemical analyses are the result of tests performed on a specimen obtained from a specific locations of the products(s) serviced 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 services sold hereunder.
TAXES - No tax imposed in respect to the sale of the services sold hereunder is included in any quotation by Seller. Any such tax shall be added to and paid by Buyer as part of the purchase price, if applicable. Buyer is responsible for filing any tax exemption number with seller.
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 then to be agreed upon. This shall include protection of the Seller against all loss. Seller may terminate contract in whole or in 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 Seller's prices in effect at time of shipment.
DELIVERY - Unless otherwise agreed to in writing by the Seller, the Buyer agrees to take delivery of the materials on this order within thirty (30) days after the wanted date shown on the face of the order or after notification, oral or written, that the materials are ready for shipment. In the event that the Buyer does not arrange to take delivery of the materials in accordance with this Agreement, Seller, at Seller's option, may (1) Invoice the Buyer for the services provided; store the materials in Seller's facility for a period not to exceed thirty (30) days from the date of the invoice; charge a handling and storage fee not to exceed 5% per month or fraction thereof of the selling price of the stored materials; add any applicable price increases listed on the face of the order; charge for any service work to protect material harmed by weathering while such material is being stored; and charge applicable freight when shipment to the Buyer is made. Materials remaining in storage after sixty (60) days from the invoice date shall become the property of the Seller for disposition at the Seller's discretion. In that event, Buyer shall not be liable for the invoice price of the services provided, but shall be liable for the storage fee and any repair work provide; or (b) cancel the order and invoice the Buyer for cancellation charges, which shall equal the service charges, handling and storage fees.
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 Illinois. 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 Chicago, Illinois, or, in the absence of jurisdiction, The Cook County Court of the Common Pleas in Chicago, Illinois.