Terms & Conditions

 

1. General. Set forth below are the terms and conditions (the “Terms”) for the sale of Product by Chicago Metal Rolled Products Company (the “Company”) to Customer, which Terms are incorporated into the purchase order provided by the Company to which these Terms are incorporated by reference (each, a “Purchase Order”). “Customer” refers to the individual or entity identified as the customer in the Purchase Order, and “Product” refers to the product(s) identified in the Purchase Order.

2. Orders. The Company shall not be obligated to satisfy any order unless or until it accepts the Purchase Order in writing. The Company reserves the right to refuse to accept any Purchase Order in its absolute discretion, with no liability to Customer. The Company’s acceptance of any Purchase Order is expressly conditioned on Customer’s assent to these Terms. After acceptance by the Company, no Purchase Order may be canceled or modified by Customer without the Company's prior written approval. 

3. Delivery. The point of delivery shall be deemed to occur in accordance with the delivery term (Incoterms 2020) stated in the Purchase Order. Customer shall obtain and complete any authorizations, permits, import licenses or other documents that may be required in order to import Product into the country of destination. Customer acknowledges that shipping dates are approximate. If shipment is delayed, the Company shall have no obligation to prioritize deliveries of Product to Customer as against other customers.

4. Title; Risk of Loss. Title to Product shall not pass to Customer until the Company has received full payment from Customer. Risk of loss in Product shall pass to Customer upon delivery to the carrier selected by the Company in accordance with the delivery term (Incoterms 2020) stated in the Purchase Order.

5. Prices and Payment. Unless stated otherwise in a Purchase Order, all prices included on any quotation issued by the Company are exclusive of shipping, insurance, taxes, fees, customs duties, and other charges related thereto, Customer shall be responsible for and shall pay all such charges.

The Company shall invoice Customer for Product at the time of shipment (“Invoice”). Payment for Product shall be made by Customer to the Company in cleared funds to the bank account specified on the Invoice and by the due-date for payment as specified on the Invoice. In the case of late payment, the Company reserves the right to charge interest at [default rate] for the period commencing the day after the due-date shown on the Invoice. Furthermore, in the case of late payment, the Company shall not be obliged to ship or release from the carrier any Product until full payment (plus interest (if applicable)) is received by the Company. Customer will pay the Company’s costs of collection, including reasonable attorneys’ fees, in the event Customer fails to make any payment when due.

6. Returns. Except as provided in paragraph 7 below or as permitted by any Warranty included with a Product, Product may be returned only if authorized by the Company in writing, which may be given or withheld in its sole discretion. Returns may be subject to a restocking or other fee.

7. Non-Conforming Shipment. In the event that any Product delivered hereunder does not conform to the Purchase Order solely with respect to the quantity or type of Product ordered (a “Non-Conforming Shipment”), Customer shall so notify the Company within 5 calendar days after its receipt of such Product, which notification shall include an explanation of the discrepancy (a “Non-Conformance Notice”). A failure to send such Non-Conformance Notice within such 5 calendar day period shall be deemed a waiver and release by Customer of any claim with respect to any Non-Conforming Shipment. In the event Customer timely delivers a Non-Conformance Notice, the Company shall promptly investigate the Product subject to the Non-Conformance Notice. If the Company determines after investigation that it either shipped the wrong Product to Customer or shipped an insufficient quantity of Product to Customer, the Company shall, at its expense, accept return of any incorrect Product shipped and, in its sole discretion, either (a) ship to Customer such Product as necessary to correct the non-conformance, or (b) refund to Customer the price paid with respect to any Product not properly shipped to Customer. The foregoing shall be Customer’s sole and exclusive remedy with respect to any Non-Conforming Shipment.

8. Warranties. The sole warranty for any Product sold and delivered hereunder is the written and published warranty included with such Product (the “Warranty”).

EXCEPT FOR THE WARRANTY, CUSTOMER TAKES THE PRODUCT “AS IS.” CUSTOMER ACKNOWLEDGES AND AGREES THAT ALL OTHER WARRANTIES, EXPRESS OR IMPLIED AT COMMON LAW, BY CONTRACT, BY STATUTE, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE, ARE SPECIFICALLY DISCLAIMED.

9. Limitation on Liability. THE COMPANY’S aggregate liability under any purchase order shall not exceed the amount paid by Customer for the Product set forth therein.  In no event will the company be liable for any indirect, consequential, incidental or punitive damages of any kind from any cause arising out of or related to any product or the use OF or inability to use any Product, including without limitation, loss of profits, loss of use, or business interruption. Customer acknowledges that the Company’s sale of Product to Customer is in reliance on the limitations of liabilities and the disclaimers of warranties set forth herein, which form an essential basis of the bargain between the parties. The Company’s liability for damages will be limited and excluded as set forth in these Terms, even if any exclusive remedy fails of its essential purpose.

10. Force Majeure. An event of force majeure (“Force Majeure”) is an event, circumstance or occurrence (or the consequences thereof) that is beyond the control of the Company and which delays or interferes with the sale or delivery of Product. The occurrence of an event of Force Majeure shall be considered sufficient justification for delay in making shipment or delivery, in whole or in part, until such event ceases to exist, and these Terms shall be deemed suspended as long as such event prevents or delays performance, provided that prompt notice (normally within one week of the occurrence of the event) of the beginning and end of any such event be given by the Company to Customer. Should such event last longer than three months from the date that Customer is notified of its occurrence, Customer may elect to cancel the order by written notice to the Company.

11. Undertakings. Customer hereby acknowledges and agrees that Product may be subject to applicable export control and trade sanctions laws, regulations, rules and licenses, including, without limitation, those of the United States of America and the European Union and its member states ("Export Control and Sanctions Rules"). Customer shall comply with the Export Control and Sanctions Rules in respect of Product.  Customer will not, and will procure that none of its affiliates will, use, sell, resell, export, re-export, dispose of, disclose or otherwise deal with Product, directly or indirectly, to any country, destination or person without first obtaining any required export license or other governmental approval, and completing such formalities as may be required by Export Control and Sanctions Rules. Customer shall not do anything which would cause the Company to be in breach of the Export Control and Sanctions Rules and shall protect, indemnify and hold harmless the Company and its affiliates from any liabilities, claims, damages, losses, penalties, costs or expenses (including, without limitation, reasonable attorneys’ fees) that may be incurred by the Company or any of its affiliates as a result of the failure of the undertakings contained herein.  The Company reserves the right to refuse to perform any order or to cancel any order at its sole discretion if the Company believes that Customer has failed to comply with its obligations hereunder.

12. Indemnification. Customer agrees to indemnify, defend, and hold harmless the Company and its affiliates from and against any and all liabilities, claims, damages, losses, penalties, costs or expenses (including, without limitation, reasonable attorneys’ fees) arising out of or relating to (a) any breach by Customer of these Terms; (b) acts and/or omissions of Customer (and/or its employees, agents, end users, or parties acting on its or their behalf) relating to Product after title has passed to Customer, including without limitation transportation, loading, unloading, storage, handling, processing, or other use of Product; and (c) violations of applicable law, regulation, or rules by Customer.

13. Entire Agreement. These Terms, together with the Purchase Order and Invoice, are the complete and exclusive statement of the terms of agreement between the Company and Customer with respect to Product. No terms or conditions other than those stated herein and no agreement conversation or understanding in any way changing, modifying or supplementing these terms and conditions shall be binding upon the Company unless such terms are accepted in writing by the Company and signed by its duly authorized representative. If Customer has issued or issues any purchase order, confirmation, memorandum or other instrument in regards to Product, it is specifically agreed and understood that such purchase order, confirmation, memorandum or other instrument is for Customer's internal administrative purposes only and any or all terms, conditions and provision therein contained, whether printed or otherwise, shall be void and of no force or effect against the Company.

14. Enforceability. If any term of these Terms, or the application thereof to any person or circumstances, shall, to any extent, be invalid or unenforceable, the remainder of these Terms and the application thereof shall not be affected thereby, and each provision of these Terms shall be valid and enforceable to the fullest extent permitted by law.

15. Governing Law. These Terms shall be deemed to be made under and shall be governed by the internal laws of Illinois in all respects, including matters of construction, validity and performance. The Company and Customer irrevocably agree that the courts of Illinois shall have exclusive jurisdiction to settle any dispute that arises out of or in connection with these Terms. Application of the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded.