Terms & Conditions
The following terms of sale shall be applicable to all sales made by Pride Metalsexcept where it is otherwise expressly agreed in writing. This document is an offer or counter-offer by Pride Metals to sell the goods described in the accompanying quotation, proposal, order acknowledgment, invoice or other document provided by Pride Metalsto buyer herewith in accordance with these terms and conditions, is not an acceptance of any offer made by buyer, and is expressly conditioned upon buyer’s assent to these terms and conditions. Acceptance of delivery of any or all goods ordered by a buyer shall constitute assent by the purchaser to these terms of sale.
The prices quoted may be changed by Pride Metalswithout notice in order to reflect Pride Metals’ prices at time of shipment, and any increase in transportation, labor or other costs. If a delivered price has been quoted, any charges at destination for spotting, switching, handling, storage and other accessorial services and demurrage shall be borne by buyer, and any increase or decrease in transportation charges shall be added to or subtracted from the quoted price. Pride Metals reserves the right to correct any obvious errors in specifications or prices.
Any surcharges imposed by Pride Metals’ suppliers at the time of shipment shall be paid by buyer. Such surcharges include, but are not limited to, surcharges on nickel, chromium (chrome), molybdenum (moly), scrap, fuel and natural gas.
Any taxes which, under any existing or future law, Pride Metalsmay be required to pay or collect with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any of the goods or services covered shall, if not separately shown, be added as a separate item to the quoted price, and shall be paid by buyer to Pride Metalson demand. The foregoing shall not apply to any taxes the payment or collection of which by Pride Metalsis excused by reason of delivery to Pride Metals of valid tax exemption certificates.
If it is indicated that any item is to be shipped from a producing mill, the producing mill may, on certain commodities reserve the privilege of shipping over or under the ordered quantity in accordance with established percentages (as shown in their price books), which will constitute full and complete shipment of the material specified.
TERMS OF PAYMENT
Unless otherwise expressly provided, payment shall be due 30 days from the date of each invoice, without discount. Any cash discount which may be expressly provided for applies only to the sale price of the goods at the shipping point, and does not apply to any charges made for taxes, storage, loading or transportation.
Any shipping schedule is approximate. Pride Metals shall not be liable for any delay in delivery or failure to deliver caused for any reason in whole or in part beyond our reasonable control including but not limited to production schedules of the producing mill, unavailability of materials, labor disturbances, acts of God, transporting difficulties or causes which abnormally increase the cost of performance. Should shortages in Pride Metals’ supply occur for any reason, Pride Metalsmay allocate the material in such manner and amount as Pride Metalsmay determine. Acceptance by buyer of any goods shall constitute a waiver by buyer of any claim for damages on account of any delay in delivery of such goods.
NUCLEAR APPLICATION EXCLUSION
It is expressly understood and agreed that buyer will not use, cause to be used or make available for use the goods described herein in any nuclear application including, but not limited to, use in connection with any nuclear reactor, any nuclear power generating system or any nuclear waste (or spent fuel) disposal project. Any subsequent nuclear application of the goods is wholly unauthorized and shall be deemed to be unknown to, unforeseeable to and unintended by Pride Metals
SUSPENSION OF PERFORMANCE
If in Pride Metals’ judgment reasonable doubt exists as to buyer’s financial responsibility, or if buyer is past due in payment of any amount owing to Pride Metals, Pride Metals reserves the right, without liability and without prejudice to any other remedies, to suspend performance, decline to ship or to stop any material in transit, until Pride Metalsreceives payment of all amounts owing to Pride Metals, whether or not due, or adequate assurance of such payment.
Unless otherwise expressly stated, shipment may be by carrier or other means selected by Pride MetalsBuyer assumes all risk of loss in transit.
Pride Metalswarrants only that the goods will conform to their description as herein stated, subject to tolerances and variations described in the following paragraph. Pride MetalsMAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS AND EXCLUDES ANY AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
TOLERANCES AND VARIATIONS
All goods shall be subject to tolerances and variations consistent with usual trade practices regarding dimensions, straightness, section, composition and mechanical properties and normal variations in surface and internal conditions and quality and shall also be subject to deviations from tolerances and variations consistent with practical testing and inspection methods.
Materials must be examined by the buyer immediately upon receipt to determine correctness of shipment as to quantity, size, length, and condition. Buyer must not cut, fabricate or otherwise use material without such examination.
If, upon inspection by buyer as provided above, any goods received by buyer are nonconforming, damaged, visibly defective or if the quantities received by buyer do not agree with the quantities indicated on the shipping documents, buyer must notate that on the delivery receipt. If goods are found to be nonconforming or damaged when unpacking and if buyer intends to assert any claim against Pride Metals on this account, buyer shall within 30 days after receipt of such goods furnish Pride Metalsdetailed written information of such damage, nonconformance, defect or shortage. Buyer’s failure to so inform Pride Metalsor buyer’s use of the material shall be buyer’s acknowledgment that Pride Metalshas satisfactorily performed. Pride Metals will not honor any claims for damages caused by buyer’s improper storage of the goods.
Buyer’s exclusive remedy and Pride Metalsonly liability arising out of this contract, shall be replacement or repair of the goods, or credit of the purchase price paid by buyer, whichever such remedy Pride Metalsshall select. If Pride Metalselects to repay the purchase price, buyer must return the goods to Pride Metalsimmediately. Except for nonpayment by buyer, any action arising out of this contract must be commenced within one year from the date of delivery.
LIMITATION OF LIABILITY
Pride Metals SHALL NOT BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, PUNITIVE INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING LOSS OF PROFITS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, AND (B) WHETHER OR NOT Pride MetalsWAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Without limiting the generality of the foregoing, Pride Metalsspecifically disclaims any liability for property damages, penalties, special or punitive damages, damages for lost profits or revenues, down-time, lost good will, cost of capital, cost of substitute goods, or for any other types of economic loss, or for claims of buyer’s customers or any third party for any such damages, costs or losses. Pride Metals shall not be liable to buyer for any amount with respect to any order of goods that, in combination with all claims by buyer against Pride Metalsrelated to such order of goods, exceeds the total price paid by buyer to Pride Metalsfor such order of goods. Pride MetalsWILL NOT BE SUBJECT TO ANY OTHER OBLIGATIONS OR LIABILITIES, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR UNDER OTHER THEORIES OF LAW OR EQUITY, WITH RESPECT TO GOODS SOLD BY Pride Metals, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO. The liability of Pride Metalsto buyer, whether in contract, tort (including negligence or strict liability) or otherwise, is exclusively limited to the remedies expressly provided under these terms and conditions, in lieu of any and all other remedies at law or in equity.
TOOLS, DIES AND FIXTURES
Unless otherwise expressly provided, any tools, dies or fixtures which may be developed for use in the production of the goods covered shall be owned by Pride Metals or any producing mill, as Pride Metals may elect, even though buyer is charged in whole or in part for the cost of such tools, dies and fixtures.
If any of the goods are to be furnished to buyer’s specifications, buyer agrees to indemnify Pride Metals and its successors and assigns, against all liabilities and expenses resulting from any claim of infringement of any patent or other propriety right in connection with the production of such goods.
Unless otherwise expressly provided, buyer’s order has not been placed under a prime contract with the United States Government or a subcontract thereunder and none of the clauses contained in the Armed Services Procurement Regulations as presently in effect, are incorporated herein.
COMPLIANCE WITH LAWS
Pride Metalsagrees that in our sale of these goods Pride Metals will comply with all applicable federal, state and local laws, rules and regulations.
A contract may be cancelled or modified only by written agreement between Pride Metals and buyer. Buyer’s insistence upon cancelling or suspending fabrication or shipment, or buyer’s failure to furnish specifications when required, may be treated by Pride Metalsas a breach of contract by buyer, and Pride Metalsmay cancel any unshipped balance without prejudice to any other remedies Pride Metalsmay have.
You authorize us to apply toward payment of any monies that become due us here under any sums which may now or hereafter be owed to you by Pride Metals or by any subsidiary or affiliated company of either Pride Metalsor Pride Metals
The terms set forth herein constitute the sole terms and conditions upon which Pride Metals offers goods for sale. No other terms, conditions, or understandings, whether oral or written shall be binding upon Pride Metalsor be of any force or effect, unless hereafter made in writing and signed by an authorized representative of Pride MetalsPride Metalshereby specifically objects to any different or additional terms that may be contained in buyer’s purchase order, acknowledgement or other communication previously or hereafter provided by buyer to Pride MetalsThese terms and conditions, together with the consistent terms provided by Pride Metals in any accompanying quotation, proposal, order acknowledgment, invoice or other document, shall be the entire agreement between Pride Metals and buyer on the subject of the transaction described herein and therein; there are no conditions to such agreement that are not so contained or incorporated.
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