Terms & Conditions of Sales
1. Agreement: The provisions on the face hereof, all drawings and specifications expressly agreed to in writing by ABC Metals, Inc. and ABC Metals, Inc.'s Terms and Conditions of Sales set forth herein constitute the entire contract between ABC Metals, Inc. and Buyer (collectively the "Agreement") and supersede all prior communications, whether written or oral, between ABC Metals, Inc. and Buyer. No statement, representations, covenant or warranty not contained in this Agreement shall be binding on ABC Metals, Inc. No provisions of this Agreement may be changed or waived in any respect except in a writing signed by an authorized representative of ABC Metals, Inc. ABC Metals, Inc.'s failure to object to any provision in conflict with this Agreement whether contained in Buyer's purchase order or otherwise, shall not be construed as an acceptance thereof or as a waiver of any provision of this Agreement. Buyer's acceptance of the goods shall constitute its acceptance of the Agreement. Stenographical and clerical errors are subject to correction.
2. Credit Terms are net 30 days from date of invoice; 1/2% discount for payment as follows: Invoices dated the 1st to the 15th inclusive, if paid on or before the 25th of the month; invoices dated the 16th to and including the last day of the month if paid on or before the 10th of the following month.
3. Invoices will be dated the day shipment is made. Interest will be accrued at 1.5% monthly or 18% annually, not to exceed the maximum legal contract rate, plus all fees for collection and legal costs will be added to the principle amount on past due accounts assigned for collection.
4. Title to merchandise shall pass at point of shipment regardless of whether the buyer or seller pays freight charges. Seller reserves the right to specify routing. When other than seller's regular is requested on prepaid shipments, shipping charges will be collect and Seller will credit buyer with lowest published rate of such shipment. In case of parcel post or express shipments, the actual cost of shipment will be charged to the buyer. Special handling will be paid by the buyer.
5. Seller shall not be liable for any failure or delay in complying with this order or shipment thereof when such failure or delay is directly or indirectly caused by fires, floods, accidents, riots, war sabotage, governmental interference, regulations, priorities or embargoes, strikes, shortage of labor, fuel, material or supplies, inadequate transportation facilities, or any other cause or causes (whether or not similar in nature to any of those herein specified) beyond its control.
6. If any product supplied by Seller is defective or fails to meet the specifications of this order, Buyer shall not return it, but shall notify Seller immediately, stating full particulars in support of Buyer's claim, and Seller will adjust the matter fairly and promptly. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY. Under no circumstances shall Seller be liable for incidental or consequential damages.
7. If Buyer ceases to conduct its operation in the normal course of business (including inability to meet its obligations as they mature), or if any proceeding under the bankruptcy or insolvency laws is brought by or against Buyer, or if a receiver for Buyer is appointed or applied for, or an assignment for the benefit of creditors is made by Buyer, Seller may terminate this order by depositing written notice thereof in the U.S. mails addressed to the Buyer, without prejudice to any other remedy, and without liability on its part.
8. Prices shown are for shipment at one time to one destination unless otherwise specified.
9. Commercial tolerances will apply on all items unless otherwise agreed in writing.
10. Accepted orders cannot be cancelled or changed without the written consent of seller.
11. Risk of Loss: Risks of loss or delay to all goods by customer to ABC Metals, Inc. shall be on the customer. Risks of loss or delay of all goods shipped by ABC Metals, Inc. hereunder shall pass to customer upon ABC Metals, Inc. delivery thereof to carrier at ABC Metals, Inc. plant. Customer agrees to maintain insurance covering loss of customer's goods as a result of fire, theft, or other casualty while said goods are in the possession of ABC Metals, Inc. ABC Metals, Inc. assumes no responsibility for loss of, or damage to customer's goods while in ABC Metals, Inc. possession resulting from any defect in said goods.
12. Limitations of Actions: Any action to enforce any remedy hereunder must be commenced within one year after the cause of action has occurred.