Terms & Conditions
1. DELIVERY - Delivery of shipments hereunder to a transportation company shall constitute delivery to the Buyer. When material is sold f.o.b. Mill or Plant source, the Buyer shall have the right to select the means of transportation, but in the absence of written instructions on the part of the Buyer, then the Seller may select such means. In the event that the price is a delivered price, the Seller reserves the right to select the means of transportation.
2. TITLE OF GOODS - Title to all goods sold hereunder shall pass to the Buyer upon Seller's delivery to carrier or transportation company at shipping point.
3. DELAYS - In the event that Seller's performance hereunder is interrupted in whole or in part by reason of fire, flood or other catastrophe; strikes, lookouts or other differences with employees; war, riot or embargo; adverse mill conditions including shortages of transportation equipment, fuel, labor, or materials; damage in transit; compliance with any Federal or State law or administrative regulation issued pursuant thereto; or any other causes beyond Seller's control, Seller, as respects any unperformed portion of this contract, shall be relieved from all responsibility hereunder, Seller may at its option deliver in proportion to its production in the event of any of the above contingencies.
4. CLAIMS - Buyer agrees to check material received against shipping papers immediately upon delivery at destination. All Buyers' claims must be reported to Seller within 10 days after Buyer's receipt of material. Claims will not be honored, unless Seller is given ample opportunity to investigate such claims. Seller will replace at the delivery point specified herein or allow credit for the price of any material that is found by Seller to be defective or to otherwise fail to meet the conditions of this agreement, and Seller is not responsible for any other direct or consequential damage claimed by Buyer as a result of any such defect or failure.
Seller warrants that the material furnished hereunder is of the grade, size, configuration and properties ordered by Buyer and Seller makes no other warranty either expressed or implied.
Seller assumes no responsibility for its shop drawings or for Buyer's design, drawings, plans and specifications. All products, including those produced to meet an exact specification, shall be subject to mill tolerances and variations, consistent with good mill practice in respect to dimension, weight, straightness, section, composition and mechanical properties, and to normal variations in surface and internal conditions and in quality; to deviations from tolerances and variations consistent with practical testing and inspection methods; and to regular mill practice on over and under shipments.
5. PATENTS - Seller agrees to hold Buyer and its customers harmless only against infringement of United States patents covering the material or part in the form sold by Seller, provided Buyer or its customer, as the case may be, promptly notifies Seller of any claim or litigation and tenders the defense thereof to Seller. Buyer agrees to hold Seller harmless from any liability of Seller for infringement of United States patents by reason of manufacture according to Buyer's design or by reason of the incorporation of said part in a more comprehensive assembly than sold by Seller, provided Seller promptly notifies Buyer of all claims or litigation and tenders the defense thereof to Buyer. Seller grants no license, express or implied, other than the right of Buyer to use the specific material or part in the form delivered by Seller.
6. TAXES - Any excises, levies or taxes which the Seller 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 for the account of the Buyer and the Buyer agrees to pay the amount thereof to the Seller upon request.
7. WAIVERS OF DEFAULT - Waiver by either party of any default on the part of the other party shall not be deemed a waiver of any subsequent default.
8. CREDIT APPROVAL - Shipments and deliveries shall at all times be subject to the approval of Seller's Credit Department and the Seller may decline to make any further shipments hereunder, except upon receipt of satisfactory security or for cash before shipment.
9. FAIR LABOR STANDARDS ACT - Material shall be produced in compliance with the Fair Labor Standards Act of 1938, as amended.