Terms of Sale

If we have previously received a purchase order or other document from you which states different than those stated herein, or which limits acceptance to its terms, or which states that our acknowledgement, shipping of material or any other act, or failure to act, constitutes acceptance of an offer on the terms of your purchase order or other document, then this document is not a definite and reasonable expression of acceptance of your order. In any of the aforementioned events, this document is intended as a counteroffer, accepted by you when you accept shipment of any of the material described herein.

QUOTATIONS – All quotations are subject to change without notice; subject to prior sale and unless otherwise agreed, are binding only for immediate acceptance. All sales are made subject to strikes, accidents or other causes of any kind. We reserve the privilege to cancel orders upon which full specifications have not been given within the time agreed.

Material on Special Mill Order is not subject to cancellation without our written consent.

CONFIRMATION ORDERS – Confirming orders should be marked “Confirmation” – preferably across the face of the order. Confirmation orders not so marked may be treated as original open orders and duplicated. ln such cases we will not be responsible for any expense and inconvenience incurred.

Telephone orders are accepted at the risk of the Buyer and shipments made before the receipt of confirmation are for the special convenience of the customer.

DELIVERIES AND CLAIMS AGAINST CARRIER – Promises of delivery on Special Mill Orders are estimated as carefully as possible but can be subject to mill and/or Carrier conditions beyond our control. A clear receipt given to the Carrier by the Consignee eliminates the possibility of a claim for damage or shortage against the Carrier. In cases of shortages or damaged goods, the receipt, freight bill and/or delivery memo, both your copy and the Carrier’s copy, are to be noted with the detail of the shortage or damage and all copies signed and acknowledged by the Carrier’s driver or representative.

TECHNICAL ADVICE – Any technical advice furnished by us with respect to the use of goods or services is given without charge, and we assume no obligation or liability for the advice given or results obtained, all such advice being given and accepted at Buyer’s risk.

LIMITATION OF REMEDY

Buyer’s SOLE AND EXCLUSIVE REMEDY with respect to this transaction is REPLACEMENT of the material at the point where delivery was made by Seller OR the REFUND of the purchase price if replacement is not feasible.

The purpose of the stipulated exclusive remedy shall be to provide Buyer with free replacement of any nonconforming materials or, if replacement is not feasible, to refund the purchase price. This exclusive remedy shall not be deemed to have failed of its essential purpose so long as the Seller is willing and able to replace nonconforming parts in the prescribed manner, or, if replacement is not feasible, the Seller is willing and able to refund the purchase price.

No other remedy (including, but not limited to, incidental or consequential damages for lost profits, lost sales, injury to person or property, or any other incidental or consequential loss) shall be available to Buyer.

EXPRESS WARRANTY

Seller warrants that when shipped, the materials covered by this agreement conform to the specifications set forth on the face hereof, conform to the description contained in the Certificate of Tests or Certificate of Compliance furnished by the Seller in connection with this sale (if any) and has in all material respects, the metallurgical properties of any sample furnished by Seller in connection with this sale. This warranty extends to the original purchaser for a period of one year from the date of shipment.

Any claim under this warranty must be presented within a reasonable period after Buyer’s receipt of the material. Buyer must immediately discontinue use of any item claimed to be defective. Seller must be given a reasonable opportunity to inspect the material, which must not be returned to Seller except by permission of Seller. If Seller determines that the material does not conform to this warranty, Seller shall replace, free of charge, the material at the point where delivery was made by Seller. Seller may, at his option, refund the delivered purchase price paid by Buyer if replacement is not feasible.

This warranty shall not extend to any material that, in Seller’s judgement, has been affected by damage or wear resulting from operations performed after the sale or by misuse, abrasion, corrosion, negligence, accident, tampering, faulty installation, inadequate maintenance, damage, or casualty. Buyer will protect and save Seller harmless in the event of any and all loss, and any and all damage which may occur to Seller through error or misuse of such material, either within or outside the normal scope of Buyer’s business.

DISCLAIMER OF WARRANTIES

The EXPRESS WARRANTY described in the preceding paragraphs SHALL BE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Seller makes NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Except for the specifications, descriptions and samples as referred to in the “Express Warranty”, no specifications, descriptions, and samples are part of the basis of the bargain, and do not constitute warranties.

Statements, affirmations of fact, or promises made by any agent, employee, or representative of Seller do not constitute warranties, shall not be relied on by Buyer, and are not part of the basis of the bargain. The entire contract is embodied in this writing which constitutes the final expression of the parties’ agreement and is a complete and exclusive statement of the terms of that agreement.

Any subsequent modification, or amendment to this agreement may be made only in a writing, signed by both parties.