A quotation constitutes Industrial Metals, Inc (or 'Seller') proposal to Purchaser. Any order given in response hereto shall be subject to acceptance by Industrial Metals, Inc and to all of Industrial Metals, Inc standard terms and conditions as listed herein. Conditions stated by Purchaser in a purchase order form given in response to this proposal or otherwise, shall not affect Industrial Metals, Inc proposal and shall not be binding on Industrial Metals, Inc if in conflict with, or in addition to any of the provisions of this proposal, including delivery, price, quantity, specifications and all other terms and conditions unless expressly agreed to in writing by Industrial Metals, Inc.
Prices are subject to change without notice and prices in effect at the time of the shipment will apply. Before making any shipment at a price 10 percent in excess of that stated in the accepted order, Industrial Metals, Inc will notify Purchaser stating in the notice what part of the order is to be shipped at a higher price.
Unless otherwise stated on the applicable quotation, acknowledgement or invoice, prices are based on delivery F.O.B. at Industrial Metals, Inc Suppliers or their factories and do not include expenses attributable to storage, loading or shipping the goods purchased hereunder or to the export packaging thereof. The Purchaser whose account for billing is listed on the applicable quotation, acknowledgement or invoice shall pay to Seller on demand any charges made by Seller or others for storage, export packaging, loading or shipping the goods on behalf of Purchaser.
Prices do not include Federal, State or Local taxes, now or herein after enacted, applicable to the goods sold, which tax or taxes will be added by Industrial Metals, Inc to the sales price where Industrial Metals, Inc has legal obligation to collect same, and which will be paid by Purchaser unless Purchaser provides the proper tax exemption certificate. If Industrial Metals, Inc is legally obligated to pay taxes for any reason, those costs will be passed on to the Purchaser.
The goods shall be delivered when ordered by Purchaser on reasonable notice to Industrial Metals, Inc, F.O.B. at plant site of Industrial Metals, Inc Suppliers, and the title thereto and liability for loss and damage in transit or thereafter shall pass to Purchaser upon Industrial Metals, Inc delivery of goods to a common carrier for shipment to buyer. Within ten (10) working days after receipt of shipment, Purchaser must report any shortage or damage not due to the carrier; otherwise claims for shortage or damage shall be deemed waived. Shipping dates are contingent upon prompt receipt by Industrial Metals, Inc of all Purchaser specifications and Purchaser furnished material. Delay in delivery or other default in an installment shall not relieve Purchaser of its obligations to accept and pay for remaining deliveries. All claims for delay in delivery shall be deemed waived unless presented to Industrial Metals, Inc in writing within thirty (30) days after delivery of each shipment. Claims for damages in transit must be asserted by the purchaser against the carrier if the Purchaser has requested that a common carrier of their choice be used to ship materials and that Industrial Metals, Inc has complied with that request.
Delivery of twenty (20%) percent more or less than the quantity specified herein shall constitute fulfillment of Purchaser's order and Purchaser shall take and pay for any excess not exceeding twenty (20)% percent except where minimum order quantities apply and then the Purchaser must take and pay for minimum order quantity.
6.MODIFICATIONS OF STANDARD TERMS AND CONDITIONS.
No additions or modifications of any of the provisions upon the face or reverse of a quotation form from Industrial Metals, Inc shall be binding upon Industrial Metals, Inc unless made in writing and signed by a duly authorized representative of Industrial Metals, Inc.
The laws of the state of New York shall govern the validity, construction and performance of these terms and conditions or any sale made hereunder.
8.TERMS OF PAYMENT.
All invoices shall be due and payable in cash within thirty (30) days of the date thereof, unless otherwise indicated on the applicable quotation, acknowledgement or invoice and are additionally governed by the following:
Order values less than $9,999 are subject to net thirty (30) days.
Order values of $10,000 but less than $99,999 subject to 40% upon receipt of order, 40% prior to shipment to Purchaser's location and balance due net thirty (30) days.
Order values greater than $100,000 are subject to 40% upon receipt of order and balance of 60% F.O.B. at Industrial Metals, Inc or Industrial Metals, Inc Suppliers prior to shipment.
Contracted payment schedules made by Sellers to Industrial Metals, Inc or by Industrial Metals, Inc could supersede any of the above three payment options.
Orders outside the U.S. and Canada will be paid in full via wire transfer prior to shipment.
Payments on all orders are required to be made via valid check, certified bank check payable to Industrial Metals, Inc or verified wire transfer to Industrial Metals, Inc account at Key Bank, Williamson, New York 14589.
If the Seller, at Purchaser's request, delays a shipment, Seller may invoice the shipment from or after the original shipment date specified in quotation. Seller reserves the right to make shipment within a reasonable time after the original date of shipment, at which time pro-rata payments shall become due. Any delay in shipment granted Seller should not constitute a waiver of Seller's right to refuse to delay shipment in future.
An invoice not so paid shall have interest added to the unpaid balance thereof, on a monthly basis at the rate of eighteen percent (18%) per annum.
If the account is over 60 days delinquent and is placed in the hands of a collection's agent, Buyer will pay reasonable collection charges and if placed in the hands of an attorney for collection or suit, Buyer will pay reasonable attorney's fees.
Industrial Metals, Inc shall not be responsible for any failure to perform due to causes beyond its control. These causes shall include, but not be restricted to, fire, storm, flood, earthquake, all weather foreseen or unforeseen, explosion, accident, acts of a public enemy, terrorism, war or rebellion, insurrection, sabotage, epidemic, quarantine restrictions, labor disputes, labor shortages, transportation embargoes, or failure or delays in transportation and inability to secure raw materials or failures of machinery, failure of Suppliers to Industrial Metals, Inc to meet specifications of Purchaser, acts of God, acts of Federal government or any agency thereof, and judicial action.
Purchaser may, by notice in writing, direct Industrial Metals, Inc to terminate work under this order at any time and such termination shall not constitute a default. In such an event, Purchaser will pay Industrial Metals, Inc the cost incurred by Industrial Metals, Inc allocable to the work performed by Industrial Metals, Inc or its Suppliers in accordance with generally accepted accounting principles plus a reasonable profit.
Industrial Metals, Inc only warrants that goods will conform to the dimensional description stated or referenced on the applicable quotation, acknowledgement or invoice. Seller makes no other warranties of any kind, express or implied (including no warranty of merchantability, fitness for a particular purpose, usage or trade), to any person or entity with regard to the goods covered hereby and forbids Purchaser to represent otherwise to anyone with which it deals. Seller hereby assigns to Purchaser the warranties, if any, covering the goods, which Seller receives from third parties, but Seller shall have no duties to enforce such warranties.
Any information disclosed to Industrial Metals, Inc by Purchaser, whether or not labeled to indicate that the contents are proprietary or confidential shall be considered as having been disclosed to and received by Seller on a non-confidential basis. Industrial Metals, Inc shall have no legal obligation to Purchaser not to use and/or disclose such information except for obligations arising under patent laws. A duly authorized Industrial Metals, Inc official can waive this only in writing.