ACKNOWLEDGMENT OF CUSTOMER ORDER. Metals 28 acknowledges receipt and thanks you for your order. If this Order Verification Form (“Sales Order”) does not correctly state your order please advise us at once of any discrepancy, referring to our order number as indicated on reverse side Metals 28 will proceed to execute your order expressly conditioned upon your assent to and acceptance of the terms and conditions of this Sales Order as provided below. All terms and conditions of this Sales Order constitute the entire agreement between you and Metals 28 for the good set forth in this Sales Order. No representation or statement not expressly contained in this Sales Order shall be binding upon Metals 28.
TERMS AND CONDITIONS
1.Your Acceptance of this Order Verification Form. Your acceptance of this Order Verification Form (“Sales Order”) and assent to its terms and conditions are expressly limited to the terms of the Sales Order. Your order shall not be effective without such acceptance and assent, which shall be deemed given upon acceptance of the goods shipped hereunder, whichever is sooner. Any objections to the terms or conditions of this Sales Order must be in writing, and will be deemed to be a rejection of the Sales Order and cancellation of your order if their adoption would materially alter the terms or conditions of this Sales Order, Metals 28 will proceed to complete its performance under the terms and conditions of this Sales Order.
- Price Quotations. The prices quoted on this Sales Order are firm, subject to any surcharge for materials. Price is subject to change without notice for any delays caused by you as buyer or beyond the control of Metals 28. All prices quoted are based on existing freight rates and transportation charges. Should any increase or decrease in freight rates or transportation charges occur, such increase or decrease shall be for your account. Metals 28 shall not be responsible for spotting, switching or drayage charges at destination. Any excises, levies or taxes which Metals 28 may be required to pay or collect under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing use, consumption, or transportation of any of the material covered hereby, shall be or your account, and that you agree to pay the amount thereof to Metals 28.
- Time of Deliveries. Deliveries shall be subject to and contingent upon, strikes, labor difficulties, riot, war, delay or defaults of common carriers, failure of curtailment of Metals 28’s reasonable control. Metals 28 shall not be liable for any loss or damage arising there from, including, but not limited to general, special or consequential damages. Metals 28 shall have the additional right, in the event of the happening of any of the above contingencies, at its option to cancel this order or any part thereof without any resulting liability. ln the event Metals 28, by its acts or omissions causes a delay, Metals 28 shall not be liable for any consequential damages, and its liability shall not exceed the purchase price of the material purchased hereunder.
4. Terms and Credit. Terms are net cash 30 days with no discount all invoices unpaid at the expiration of the period of thirty (30) days from date of invoice shall bear interest at the rate of eighteen (18) percent per annum. Shipments and deliveries shall be subject to approval by Metals 28’s credit department. lf you fail to fulfill the terms of payment by any form of anticipatory breach, or by failing to make any payment when due, or by defaulting under any other obligation, or in the event you institute any form of bankruptcy proceeding, voluntarily dissolve or liquidate or are placed under the control of a trustee receiver, or liquidator or otherwise become insolvent, or make an arrangement of liquidation or assignment or composition for the benefit of creditors, Metals 28 may defer further shipments or may at its option, cancel any unshipped balance. Metals 28 reserves the right, prior to making any shipment and during transit, to require from you, satisfactory assurances or security for performance of your obligations or to require payment C.O.D., or other alternate payment terms.
- Claims. Customers are required to run 10% of a skid coil prior to submitting a claim, all claims must be submitted in writing with a supporting sample and photo of the defect. Metals 28 will not honor claims more than 6 months after the ship date. Metals 28 will not honor claims for rejections less than 2% of the skid weight. Metals 28 will not accept customer debits without written authorization from Metals 28 Technical Service.
- Metals 28’s Limited Warranty. Metals 28 provides the following limited warranty: Metals 28 agrees to replace material found defective for failure to meet Metals 28’s standard manufacturing practices and Metals 28’s standard tolerance for variations. No claim for allowance will be accepted unless notice of such claim is received within 90 days after receipt of material. Metals 28’s obligation shall be limited to replacement of defective material, or at Metals 28’s option, to adjust matter fairly and promptly. ln no event shall Metals 28 be liable for general damages, consequential or special damages or for transportation, installation, adjustment or other expenses which may arise in connection with such material. In no event shall Metals 28 liability exceed the purchase price of the material. Material claimed to be deflective shall not be restored without Metals 28’s authorization. This warranty is expressly made in lieu of any and all other warranties, expressed or implied, including, but not limited to, any warranties respecting workmanship, materials, merchantability or fitness for use.
- Toll Process Orders Tolling is done on a best effort basis; claims will be evaluated and accepted solely at Metals 28’s discretion. All claims must be submitted in writing with a supporting sample and photo of the defect. Metals 28 will not accept customer debits without written authorization from Metals 28 Technical Service. For Toll process orders, Metals 28 provides the following limited warranty: Metals 28 agrees to refund processing cost if Metals 28 agrees customer material was damaged by a failure to meet Metals 28’s standard manufacturing practices and Metals 28’s standard tolerance for variations.
- Inspection Prior to Shipment. ln the event you request inspection prior to Shipment, such inspection and your resulting acceptance must be made before shipment. Any charges for inspection, analysis, or tests by any outside agency shall be paid by you. Such inspection shall be final and conclusive of Metals 28’s full performance and the acceptability of the good under this Sales Order.
- Title and Risks of Loss. Unless otherwise specified, all shipments will be made F.O.B. the Metals 28 factory, and Metals 28 will select the carrier. Title to you as buyer will pass upon delivery by Metals 28 to the carrier, at which time you will become responsible for risk of loss. The method and route of shipment are at Metals 28’s discretion unless you as the buyer supply Metals 28 explicit instructions in writing as to the same. Products that is otherwise ready for Shipment, but which are at your request stored or held for you by Metals 28 shall or held at your risk and expense.
- Cancellations Amendments. Metals 28 shall not be obligated to accept cancellation of any order following your acceptance of this Sales Order. However, Metals 28 may at its option, accept cancellation of any such order, provided you as buyer shall be liable for any expenses incurred or loss suffered by Metals 28 in conversion and sale of such material to other specifications. No cancellation, amendment or other modification to this Sales Order, including, but not limited to, any change of materials or specifications in your order shall be made except by mutual agreement in Writing signed by both an authorized representative of Metals 28 and by an authorized representative of your purchasing department.
- Arbitration. Any controversy dispute or claim arising out of the interpretation performance or breach of this Sales Order shall be resolved by binding arbitration, by the initiations of either party, in accordance with the rules of the American Arbitration Association. The arbitrator or arbitrators shall apply Illinois substantive law and the Illinois Evidence Code in the conduct of the proceeding. The parties shall endeavor to select an arbitrator from the American Arbitrator Association panel who is technically knowledgeable concerned the subject matter of this Sales Order; however, such selection shall not remedies as provided by Illinois law. The parties agree that venue for any legal action arbitration proceeding or other legal proceedings hereunder shall be Hampshire, Illinois. The parties agreed pursuant to provisions of Code of Civil Procedure that discovery may be conducted under the provisions of Code of Civil Procedure.
- Attorney’s Fees. ln the event legal action, arbitration or other legal proceeding is instituted relating to or arising out of this Sales Order, the prevailing party hereto shall be entitled to reasonable attorney’s fees apart from any other remedy available, if Metals 28 becomes a party to or deponent in any litigation concerning this Sales Order by reason of any act or omission on your part you as buyer shall be liable to Metals 28 for the reasonable attorney’s fees and expenses and court costs incurred by it in the proceeding.
- Indemnity. You as buyer agree to defend, indemnify, and hold Metals 28 harmless of and from any and all damages, liabilities, claims, or causes of action arising out of your design, use, sale, assignment, transfer or other disposition of the good sold hereunder.
- Wavier. The failure at Metals 28 to exercise any right provided herein or to require your performance of any provision hereof shall not be construed as a waiver of such right or provision or of any other provisions of this Sales Order.