TERMS AND CONDITIONS OF SALE
American Metals Corporation, dba American steel, American Metals, Lampros Steel, LSI Plate, and Plate Sales (“American”) and the undersigned (“Customer”) hereby agree to the following:
- Customer’s Acceptance of Terms: If there is any inconsistency between these Terms and Conditions of Sale and those terms and conditions contained in any document submitted by Customer, these Terms and Conditions of Sale shall control even if Customer’s documents expressly limit acceptance to use of Customer’s terms and conditions. These Terms and Conditions of Sale and the relevant quotation into which they are incorporated by reference constitute the entire agreement between the parties as to any particular transaction.
- Open Credit Account: American reserves the right to approve, approve with conditions or disapprove any request for extension of credit in its sole discretion. The amount of credit extended to Customer will be determined by American in its discretion any may vary from time to time. Any and all contracts, certificates, invoices and other writings signed on behalf of Customer by any of Customer’s employees shall be deemed to have been executed on behalf of Customer with full authority. Customer shall notify American, in writing, of any error in any invoice within ten (10) days after the date of such invoice, and, if not so noticed, the invoice shall be deemed to be correct and accepted a rendered.
- Open Account Payment Terms: All sums owing American by Customer shall be paid in accordance with the provisions of American’s invoice or of any written quotation signed by both parties. In the absence of such express provisions, American’s terms will be Net 30 days, or one percent discount if paid in full within 10 days of the invoice date. The cash discount is not applicable to freight charges.
- Customer’s Representations and Warranties: Upon American’s request from time to time, customer will provide American with updated financial information. Customer represents and warrants that any financial information provided or to be provided to American is or will be true and correct as of the date presented. Customer hereby authorizes American to obtain personal credit information when a personal guaranty is provided to help secure open account payment term with American.
- Default: All past due sums shall bear interest at the rate of one and one-half percent (1.5%) per month until paid in full. In addition, Customer shall reimburse American for all expenses, costs, collection agency fees, and attorney’s fees incurred or expended by American in enforcing any of its rights hereunder and/or collecting any past due sums, whether or not suit is commenced.
- Security Agreement: Customer hereby grants to American a security interest in all inventory of goods which Customer has purchased or will purchase from American, together with the proceeds thereof. Customer authorizes American to file a UCC financing statement to perfect this security interest at any time.
- Cancellation and Returns: Customer may not cancel any order of goods without American’s prior written consent. At American’s discretion, (a) any cancellation so authorized may be subject to a cancellation charge of 15%, and (b) American shall determine the amount to be credited. Unused goods, processed material or specially manufactured materials not normally carried in American’s inventory may not be returned.
- Basis of Invoices: All materials and goods shall be invoiced in accordance with American’s published schedule of weights, areas, sizes and lengths, and all weighing will be by theoretical weight of ASTM which shall govern all settlements. All quotations, oral or written, are subject to prior sale unless otherwise specified in writing by American.
- Delays and Deliveries: Under no circumstances shall American be responsible or liable for failure to fill any order or orders when due to any cause beyond American’s reasonable control, whether affecting the procurement, production or transportation of the particular order. Delays in the design, manufacturing or shipping schedule caused by Customer may result in additional charges, including, but not limited to, surcharges to offset increased material costs, storage fees, higher labor costs, or other applicable costs.
- Title; Risk of Loss: All prices quoted by American are F.O.B. American’s stock.
- Inspection; Claims: Customer shall carefully inspect all goods and shipping documents promptly upon delivery of goods. No claim for shortage or damaged material will be valid or enforceable against American unless (a) Customer gives American written notice specifying in detail the nonconformity or defect within ten (10) days from the date of delivery; (2) American inspectors, at American’s warehouse, determine that the items in fact are nonconforming or defective; (3) Customer within ten (10) days after request returns the items to American’s warehouse; and (4) terms of payment have been fully met. The notice shall be accompanied by the original freight bill, with notation on the face thereof by the authorized agent of the carrier as to the items and quantities claimed to be short or damaged.
- Limited Warranty: American warrants only to Customer that (a) the materials and goods shipped under any order conform to the description on the face thereof, subject to tolerances and variations consistent with usual and customary trade practices, and (b) that it has good title to the goods and materials. THE ABOVE WARRANTIES ARE MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NO OTHER WARRANTIES SHALL APPLY TO GOODS OR MATERIALS SOLD BY AMERICAN UNLESS EXPRESSLY MADE IN WRITING AND SIGNED BY AN OFFICER OF AMERICAN.American’s liability shall be limited, at American’s option, to repair or replacement of goods or refund of their purchase price. The foregoing shall be Customer’s sole and exclusive remedy and American shall not in any event be liable to Customer for lost profits, loss or damage arising out of the use of or the inability to use any goods provided by American, or for any incidental or consequential damages of any type or nature. American’s total liability to Customer for damage or loss arising out of, or in any way related to, the sale of goods hereunder, whether based in contract, tort (including negligence and/or gross negligence), strict liability, breach of warranty or any other cause, shall in no event exceed the purchase price of the good to which such claim relates.
- Taxes: All prices quoted by American are exclusive of all city, state and federal excise taxes.
- Governing Law and Venue: These Terms and Conditions of Sale shall be construed under the laws of the State of Oregon. If legal action is brought pursuant to these Terms and Conditions of Sale, Clackamas County, Oregon, shall be the exclusive jurisdiction and legal venue for said action, unless American initiates said legal action concurrently against other parties to enforce statutory remedies in connection with a debt incurred by Customer; in such case, the jurisdiction and legal venue will be determined by applicable law in order for American to enforce such statutory rights.
- Severability: If any term, covenant or condition of these Terms and Conditions of Sale shall be deemed invalid or unenforceable, the remainder of these Terms and Conditions shall not be affected thereby and shall be valid and enforced to the fullest extent permitted by law.
- No Waiver: None of the provisions of these Terms and Conditions of Sale shall be (a) deemed to have been waived unless such waiver shall be set forth in writing signed by an officer of American, or (b) subject to modification of waiver by course of performance, course of dealing, or usage of trade.
- Acceptance/Enforceability of Copies: American may, at American’s sole discretion, accept a facsimile copy or photocopy of this agreement and any Continuing Personal Guaranty or Corporate Guaranty, in lieu of an original document. Customer, and Guarantor (if applicable), consent to American’s use of this document and waive any right to object to the use of a copy in place of the original and any right to require American to subsequently produce an original document.