Except to the extent otherwise specifically agreed in a written contract between buyer and seller (and not withstanding seller’s acknowledgment or acceptance of purchase order forms containing other or different terms and conditions, whether or not signed by the seller), sales are made only upon the following terms and conditions; and acceptance of the goods by the buyer constitute assent there to:
1. MATERIAL – All material sold on a net weight basis. Scrap losses entailed in converting to your requirements are absorbed by us unless otherwise specified.
2. TERMS – 1% within 10 days. ½% – 10/25 – Net 30 days. West Coast ½% in 25 days – Net 45 days. The aforesaid terms shall, however, at all times be subject to the approval of the seller’s Credit Department, and the seller shall have the right, upon notice to the buyer at any time, to revise the stated credit terms or to suspend credit.
3. ANALYSIS – Heat numbers and certified ladle analysis and/or standard mechanical test results supplied upon request, free of charge.
4. PRICES – Prices are those in effect at time of shipment, and are subject to change without notice.
5. CANCELLATIONS – Cancellations will be accepted only on terms that will insure Ulbrich Stainless Steels and Special Metals, Inc. against loss.
6. REJECTIONS – The buyer’s receipt of any goods shall be an unqualified acceptance of and a waiver by buyer of any and all claims with respect to such goods, regardless of whether or not goods shipped conform to invoice, unless buyer gives seller notice of claim within sixty (60) days after such receipt. It shall be encumbent upon buyer to verify that shipment conforms to order. Buyer assumes all risk and liability of the results obtained by the use of any of the goods in manufacturing processes of buyer or in combination with other goods or substances. No claim of any kind, whether as to goods delivered or for nondelivery and whether or not based on negligence, shall be greater in amount than the purchase price of the goods in respect of which such claim is made; and in case of claimed defect seller may, at its option, reimburse the buyer for the purchase price upon return of the goods or replace or repair the goods; in no event shall seller be liable for special, indirect, incidental or consequential damages whether or not caused by negligence, The remedies described in this paragraph shall be exclusive, and no action based upon alleged breach by seller may be commenced except within one year after the cause of action accrues.
7. NONDELIVERY – Seller shall not be liable for its failure to perform due to contingencies beyond its reasonable control including, but not limited to acts of God; accidents; fire; floods; wars; sabotage; labor disputes; shortages; government law, ordinances, rules and regulations; priorities; requisitions; allocations; price adjustment; inability to obtain power, raw materials, equipment or transportation, and any other contingency; and in no event shall seller be obligated to purchase material from other than its regular sources of supply in order to enable it to supply buyer.
8. CHANGE ORDERS – If the order is changed by buyer after production has started on the material, and the material cannot be used on the new order, Ulbrich Stainless & Special Metals Inc. will invoice the buyer fair charges for expenses on the order up to the time the change order was received in writing from buyer.
9. Point of Origin: EX WORKS – Ulbrich Facility on all orders unless otherwise specified.
10. WARRANTY – Seller warrants that goods delivered will be of seller’s standard quality for such goods and in accordance with descriptions appearing in its catalog, price book or other written specifications provided or accepted by it. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY IN OTHER RESPECTS THAN EXPRESSLY SET FORTH ABOVE AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
11. UNDER AND OVER SHIPMENT STAINLESS STEEL AND SPECIAL METAL STRIP.
1# to 49# Yield of Coil
50# to 299# +/- 30%
300# to 1,999# +/- 20%
2000# and over +/- 10%
1# to 299# Yield of Coil
300# to 1,999 +/- 20%
2,000 & over +/-10%
12. MINIMUM ORDER – Each minimum ordering quantity is dependent upon stock position, gauge ordered, and many other variables and consequently is upon application only.
13. If payment is not made according to the above terms, a service and financing charge of 1% per month together with all necessary costs of collections including reasonable attorney fees shall be added to the principal amount.
14. APPLICABLE LAW – The rights and duties of the buyer and seller under this contract shall be governed by Connecticut law.
15. Ulbrich will not be responsible should a customer send in a requirement for nuclear application and does not designate it as such. We will assume the metal is for non-nuclear use unless we are advised by the customer in advance.
16. These materials were exported from the United States in accordance with the Export Administration Regulations. Diversion contrary to U.S. law prohibited.