Terms Of Sale
CHATHAM STEEL CORPORATION
TERMS AND CONDITIONS OF SALE
1. ACCEPTANCE: All Buyer orders are subject to Seller’s acceptance and availability of the goods. Seller’s acceptance of Buyer’s order shall be in a written Order Confirmation delivered to Buyer. Each Buyer order is subject to credit approval at time of shipment.
2. AGREEMENT: By ordering or accepting goods from Seller, Buyer agrees to these Terms and Conditions of Sale. These Terms and Conditions of Sale together with the Order Confirmation and any document(s) incorporated therein by reference are collectively referred to as the “Contract.” The Contract may not be added to, modified, superseded or otherwise altered except by a written instrument signed by an authorized representative of Seller and delivered to Buyer. Any different, inconsistent, or additional terms in Buyer’s acknowledgement, purchase order or other document of Buyer are hereby objected to by Seller and rejected notwithstanding (i) anything to the contrary in such acknowledgement, purchase order or other document of Buyer, (ii) Seller’s shipping of the goods; or (iii) any other part performance by Seller. If the Order Confirmation shall be deemed an acceptance of a prior offer by Buyer, such acceptance by Seller is expressly conditioned on
Buyer’s consent to the Contract even if it contains terms and conditions that are different from, inconsistent with or additional to those set forth in Buyer’s prior offer.
3. CANCELLATION: No Contract can be canceled after shipment has left the Seller’s plant.
4. TERMS OF PAYMENT: Seller’s invoice is due and payable in full within 30 days from (i) the date of delivery for deliveries from Seller’s inventory, or (ii) from the date of shipment for deliveries directly from the manufacturing mill. Seller may add a late charge of 1.5% per month if payment is not received when due.
5. DELAY: Seller’s delivery dates are approximate and not guaranteed. Seller shall not be liable for any loss or damage arising from lateness or delay in fulfilling any Contract. Delays in delivery will not be the basis for any claims or charge backs by Buyer.
6. FORCE MAJEURE: Seller shall not be liable for any delay, breach or non-performance of any Contract wholly or partly due to any cause beyond Seller’s direct control including, without limitation, acts of God; war; civil disturbances; fire; explosion; acts of any governmental authority; non-availability of or delay in obtaining export or import permits; non-availability, delay or diversion of shipping or other transport; lock outs, strikes or trade disputes; break down or interruption of any plant, machinery, equipment or utilities; or shortage or non-availability of labor, components, raw materials or supplies.
7. RISK OF LOSS/TITLE: Title and risk of loss or damage to the goods shall pass to Buyer when Seller tenders delivery to Buyer at the destination set forth in the Contract, but prior to commencement of unloading the goods.
8. BUYER’S DUTY TO INSPECT: Buyer must immediately inspect upon delivery all goods for shortages, defects and non-conformities with the Contract. If goods appear not to conform to the Contract, Buyer shall discontinue their use and immediately notify Seller of such condition and afford Seller a reasonable opportunity to inspect the same. Buyer shall notify Seller in writing of any claims for shortages, defects or non-conformities within fifteen (15) days after receipt of the goods; otherwise all such claims are waived. Seller will not accept the return of any rejected goods, nor provide a credit or replacement therefore, unless arrangements for such return have been made in advance with Seller. With respect to any defective or non-conforming goods that are
timely rejected by Buyer, Seller may, at its option, either replace such goods or provide Buyer a credit for an amount not exceeding the original price paid by Buyer.
9. PERMISSABLE VARIATIONS, STANDARDS AND TOLERANCES: All goods are subject to (i) mill tolerances and variations in respect to dimensions, weight, straightness, section, surface conditions, composition, mechanical properties, internal conditions, and quality; (ii) deviations from such tolerances and variations consistent with practical testing and inspection methods; and (iii) regular mill practices with respect to over and under shipments.
10. LIMITED EXPRESS WARRANTY: SELLER IS NOT THE MANUFACTURER OF THE GOODS. Seller
warrants only that the goods will conform to the description set forth in the Contract. Upon Buyer’s request, any assignable manufacturer’s warranty shall be assigned and transferred to Buyer. SELLER HEREBY DISCLAIMS AND BUYER HEREBY WAIVES ANY AND ALL OTHER ORAL AND WRITTEN WARRANTIES, REPRESENTATIONS AND GUARANTEES IN RELATION TO THE GOODS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE.
11. ORAL STATEMENTS DO NOT CONSTITUTE WARRANTIES: Seller’s salespeople are not authorized to make any warranties, representations or guarantees relating to the goods. Oral statements relating to the goods shall not be relied upon by Buyer, and are not part of any Contract. There are no representations, warranties or guaranties in respect of the goods other than those expressly set forth in the Contract.
12. REMEDIES: Buyer’s SOLE AND EXCLUSIVE REMEDY against Seller for a breach of warranty or other breach of a Contract is, at Seller’s option, either a refund of the purchase price, or replacement of defective or non-conforming goods.
13. LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT
LIMITATION, LOST GOODWILL, LOST SALES OR PROFITS, WORK STOPPAGE, AND IMPAIRMENT
OF GOODS, WHETHER BASED ON WARRANTY, CONTRACT, NEGLIGENCE OR OTHERWISE.
Seller’s liability directly or indirectly arising out, relating to or resulting from the goods or any Contract shall not exceed the original purchase price of the goods upon which Seller’s liability is founded.
14. GOVERNING LAW: The Contract shall be construed and interpreted in accordance with and its
performance governed by the laws of the State of Georgia without regard to its conflicts of laws provisions.
15. SEVERABILITY: In the event that any provision of the Contract is finally determined by a court of competent jurisdiction to be illegal, invalid, or otherwise unenforceable, such provision will be deemed severed and deleted from the Contract, and replaced with a legal, valid and enforceable provision that most fully and amply reflects the original intent of the parties, and the remaining provisions of the Contract will not be affected thereby, and will continue in full force and effect.
16. NO ASSIGNMENT OR THIRD PARTY RIGHTS: Buyer’s duties under the Contract may not be delegated or assigned without Seller’s prior written consent. Any assignment without such consent shall be null and void and without any legal force or effect against Seller. Nothing in the Contract shall be deemed or construed as granting or conferring any rights in, or providing any basis for claims by, third parties.
17. NON-WAIVER: No delay or omission by Seller in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or Seller’s exercise of any other right, power or privilege. Any waiver must be in writing and signed by Seller to be valid and enforceable.
18. ENTIRE CONTRACT: The Contract constitutes the final and entire agreement between the parties with respect to the matters herein, and supersedes all prior oral and written understandings, negotiations and agreements with respect thereto. No course or prior dealings between Seller and Buyer and no usage of trade shall be binding on the parties nor relevant to determine the meaning or intent of the Contract even though a party has knowledge of the nature of the performance and an opportunity to object. Any change, modification, or amendment to the Contract must be in writing and signed by Seller and Buyer to be valid and enforceable.