American Special Metals, Corp.
All sales are subject to the following terms and conditions:
1. Installment Deliveries: Except where otherwise stated delivery may at Sellerʼs option be by installments. In all cases seller is entitled or bound to delivery by installment. Failure to deliver or defective of one or more installments shall not entitle Buyer to cancel or reject or withhold payment for any other installments. Where installment deliveries are made at the request of Buyer, packing charges, quantity extras and minimum charges, if applicable, shall be based on the installments requested.
2. Limitation of Liability/Purchaser's Indemnity: All orders are accepted and shipped strictly subject to these general terms and conditions and no other terms and conditions printed on buyer's purchase order or otherwise, shall be applicable to your order.
3. Method of Shipment: Whenever possible, we will ship products by the method specified on your order. We work closely with Fedex, and find we can service you best when using Fedex Service. We will be happy to utilize other carriers based on your requirements.
4. Terms and Prices: All orders are shipped FOB Seller's shipping point. Current standard published shipping charges will be added to the invoice when your order indicates the freight terms are prepay and add. A current copy of these standard published shipping charges is available upon request. Your order may be subject to handling charges. We can also ship freight collect, if desired. All prices are listed in US dollars. PRICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. In cases where the selling prices have changed significantly, we will contact you for approval prior to shipping your mailed, faxed, or electronically-transferred order. Contingent Upon Credit Approval, our standard terms are 10 Days from date of invoice. A service charge of 1 1⁄2% per month (18% per annum) will be assessed beyond this date.
5. Insurance and Custom Declaration: Where goods are sent by Seller to Buyer in circumstances in which it is usual for Buyer to insure. Seller shall be under no obligation to give such notice to Buyer as may enable Buyer to insure the goods during transit. Unless otherwise agreed the goods are sold F.O.B., F.A.S. and F.C.A. Buyer shall attend at his/her own expense to all Customs declarations and other requirements of Governmental or other authorities. For the purpose of this contract the expressions, F.O.B., F.A.S., and F.C.A. shall be deemed to mean that the delivery of goods into the custody of the carriers or its agent shall be sufficient delivery under the contract.
6. Claims in Respect of Short Weights: Unless claims for short weight are made in writing to Seller within seven (7) days of the receipt of the goods at the first place at which inspection by Buyer is practicable, Seller shall not in any event be liable therefor. Delivery by Seller of a wrong quantity of the goods shall not be entitle Buyer to reject more of the goods than any excess quantity delivered.
7. Order Changes/Cancellations: No change by Purchaser of any term or condition of this contract or any of Seller's rights or remedies hereunder shall be binding on Seller, nor shall the order hereby acknowledged be changed or canceled by Purchaser unless approved in writing by an authorized officer of American Special Metals, Corp. There are no representations, agreements, promises, or understandings between Purchaser and Seller that are not expressed herein.
8. Claims for Lost or Damaged Shipments: We urge you to inspect all packages immediately upon receipt and report any damage, shortage or defect to our Customer Service Department as soon as possible. CLAIMS FOR THESE DISCREPANCIES MUST BE MADE WITHIN 15 DAYS OF YOUR RECEIVING THE MATERIALS. All products are sold FOB Seller's shipping point unless otherwise noted. Delivery of goods to the carrier at Seller's plant or to other loading point, shall constitute delivery to Buyer, and regardless of shipping terms, all risks of loss or damage in transit shall be borne by Buyer. Should you need assistance in filing a claim, please call our Customer Service Department.
9. Return Shipments: Some materials are not returnable to American Special Metals, Corp. Returned shipments cannot be accepted by American Special Metals, Corp. unless prior arrangements have been made. If it is necessary to return any materials, contact our Customer Service Department to obtain a return authorization number. REQUESTS FOR RETURN AUTHORIZATION NUMBERS MUST BE MADE WITHIN 15 DAYS OF YOUR RECEIVING THE MATERIALS. Only items authorized by Seller for return will be accepted. Final disposition of returned goods will be made only after receipt and inspection of goods. Collect shipments will not be accepted unless previously authorized. Material must be received on or before the Return Authorization expiration date. Material returned requiring.
10. Limited Liability/Purchaser's Indemnity: Claims for rejected, non-conforming product, or any other claim against us, must be made in writing and must be received and acknowledged by us in writing within thirty (30) days of customer's receipt of the product in question. Any claims not satisfying this condition shall be deemed waived. Upon the approved return of any such product, we shall have the option to replace such product with conforming product or to return the purchase price to customer, at our sole discretion. PURCHASER'S EXCLUSIVE REMEDY, FOR ANY CAUSE OR CLAIM WHATSOEVER, INCLUDING BUT NOT LIMITED TO ALLEGED BREACH OF WARRANTY, PRODUCT LIABILITY, NEGLIGENCE, OR OTHERWISE, SHALL BE FOR MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE PURCHASE PRICE PAID BY PURCHASER FOR THE PRODUCT IN RESPECT TO WHICH THE CLAIM IS MADE. IN NO EVENT SHALL WE BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER PURCHASER'S CLAIM IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. IN CONSIDERATION OF THE SALE OF PRODUCT TO PURCHASER, WHICH SALES WE WOULD NOT OTHERWISE MAKE, PURCHASER AGREES TO INDEMNIFY AND HOLD US HARMLESS FROM ALL CLAIMS, EXPENSES, LOSSES AND LIABILITY OF ANY NATURE WHATSOEVER ARISING OUT OF PURCHASER'S HANDLING AND/OR USE OF PRODUCT, WHETHER USED ALONE OR IN COMBINATION WITH ANY OTHER SUBSTANCE.
11. Technical Service: At your request, we may furnish technical assistance and information with respect to our products. Unless otherwise agreed, all such technical assistance and information will be provided and you, as the user, assume sole responsibility for results obtained in relying on this information. We make no warranties of any kind or nature with respect to technical assistance or information provided. Any suggestions by us regarding use, application, or suitability of the products shall not be construed as an express or implied warranty. We strive to keep all technical discussions confidential, however, we can NOT guarantee this.
12. Hazards: All of our products should be handled only by qualified and trained individuals. In purchasing these products, the customer acknowledges that there are hazards associated with their use. Customer represents and warrants to us that from customer's own independent review and study it is fully aware and knowledgeable about (a) the health and safety hazards associated with the handling of the products purchased; (b) industrial hygiene controls necessary to protect its workers from such health and safety hazards; (c) the need to adequately warn of health and safety hazards associated with products; and (d) government regulations regarding the use of and exposure to such products.
13. Nuclear Exclusion: In the event that American Special Metals, Corpʼs products are to be used directly or indirectly in or with any facility in which nuclear fuels or radioactive products or material are used, produced, processed, stored, transported, or handled in any way (a Nuclear Facility), the following additional terms and conditions set forth in this paragraph shall also apply: A. Any product repaired or replaced thereunder whether under warranty claim or otherwise, shall be decontaminated without cost to Seller to the extent necessary to permit Seller to effect such repair or replacement.
B. Buyer agrees to defend, indemnify and hold harmless Seller from and against (1) all claim of loss of or damage to real and personal property, including damage to any Nuclear Facility, and (2) all claims for personal injury, including personal injury to employees of any Nuclear Facility, arising out of any and all nuclear energy and radiation hazards or out of nuclear incidents. C. With respect to any property damage and public liability, insurance carried by Buyer will secure from the insurance carrier or carrier waivers for all rights of recovery and subrogation against Seller, and Buyer agrees to defend, indemnify and hold harmless Seller from and against all claims which may be asserted against Seller by such insurance carrier or carriers.
14. Governing Law: This order shall be governed by and construed in accordance with the laws of the State of Florida, exclusive of the choice of law rules thereof, and shall not be governed by the provisions of the U.S. Convention on Contracts for the International Sale of Goods, 1980.
15. Statute of Limitation: Any cause of action arising from this order or its breach must be commenced within one (1) year after the cause of action has occurred. 16. Excusable Delays/Force Majeur: Neither party shall be liable for delays or defaults arising from caused beyond its control, including acts of God, acts of war, fires, floods, strikes, freight embargoes and unusually severe weather.
17. Entire Agreement; Assignments: This order, together with any documents referred to on the face hereof, constitutes the entire agreement between the parties can only be modified by a writing signed by both parties. No part f this order may be assigned or subcontracted without prior written approval of Seller.
End of Terms and Condition of Sale.