Infra-Metals Co., a Georgia corporation d/b/a Delta Steel, Sugar Steel, and Smith Pipe & Steel Company (“Seller”), and the party purchasing goods and/or materials (“Customer”) hereby agree to the following Terms and Conditions of Sale (“Terms and Conditions”):
1. Customer’s Acceptance of Terms.
These Terms and Conditions of Sale constitute the final and entire understanding and agreement between Seller and Customer relating to the goods and/or materials (“Products”) sold by Seller to Customer. Customer’s acceptance of the Products is expressly conditioned on Customer’s acceptance of these Terms and Conditions. Customer’s acceptance is limited to these Terms and Conditions, and no different, inconsistent and/or additional terms… shall modify or amend these Terms and Conditions unless specifically accepted by Seller in writing. In the event of any conflict… these Terms and Conditions shall govern.
2. Open Credit Account.
Seller reserves the right in its sole discretion to approve, conditionally approve or disapprove any request by Customer for credit. The amount of credit Seller extends to Customer will be determined by Seller in its discretion and may vary from time to time. Customer shall notify Seller… within ten (10) days… otherwise the invoice shall be deemed correct.
3. Open Account Payment Terms.
TIME FOR CUSTOMER’S PAYMENT OF THE PURCHASE PRICE FOR THE PRODUCTS SHALL BE OF THE ESSENCE. All sums owing Seller by Customer shall be paid per invoice terms. In the absence of such provisions, terms are net thirty (30) days. All past due sums shall bear interest at the lesser of 1.5% per month or the maximum allowed by law. Payments will be applied in the following order: (a) attorneys’ fees and costs, (b) default amounts, (c) interest, (d) principal balance.
4. Customer’s Representations and Warranties.
Customer will provide financial information upon request and warrants such information is accurate. Customer authorizes Seller to review its credit background.
5. Security Interest.
Customer grants Seller a first priority purchase money security interest in the Products and proceeds thereof and authorizes Seller to file a UCC financing statement.
6. Cancellation.
Customer may not cancel orders without prior written consent. Authorized cancellations may incur a 25% charge. Special or non-stock items cannot be canceled.
7. Approval of Sale; Prior Sale.
No sale is final until approved by Seller’s corporate office. Inventory quotes are subject to prior sale; custom items are subject to mill availability.
8. Price; Basis of Invoices.
Pricing is contingent on full quantity purchase. Seller invoices per published standards with theoretical weights based on ASTM standards.
9. Force Majeure.
Neither party is liable for delays caused by events beyond control, including acts of God, war, strikes, shortages, or transportation disruptions. Performance may be suspended during such events.
10. Title; Risk of Loss.
Risk of loss transfers at delivery. Title passes upon loading to transportation.
11. Inspection; Claims.
Customer must inspect Products upon delivery. Claims must be made within five (5) days with proper documentation, and damaged goods returned within ten (10) days. Failure to comply constitutes acceptance.
12. Limited Warranty.
Seller warrants Products conform to specifications and title is clear for twelve (12) months. ALL OTHER WARRANTIES ARE DISCLAIMED. Seller’s liability is limited to repair, replacement, or refund. Seller is not liable for indirect or consequential damages.
13. Unofficial Communications.
Only written terms bind Seller. Technical advice is provided without liability and at Customer’s risk.
14. Taxes.
Prices exclude taxes. Customer is responsible for all applicable taxes and charges.
15. Indemnification.
Customer agrees to indemnify Seller against all losses arising from Customer’s handling or use of Products or negligence.
16. Default; Bankruptcy.
Seller may take various actions upon Customer default, including terminating sales, reclaiming goods, or demanding immediate payment. Seller may seek relief in bankruptcy proceedings.
17. Waiver.
Waivers must be in writing and do not constitute ongoing waiver of future breaches.
18. Governing Law and Venue.
These Terms are governed by the laws of Seller’s state. Disputes will be resolved in courts with jurisdiction over Seller’s location.
19. Prevailing Party.
The prevailing party in any dispute may recover attorneys’ fees and costs.
20. Assignment and Third Party Rights.
Assignments require consent, except Seller may assign to affiliates. No third-party rights are created.
21. Severability.
Invalid provisions are severed and replaced, without affecting remaining provisions.
22. Acceptance/Enforceability of Copies.
Seller may accept copies of documents, and Customer waives objections to their use.
23. Entire Agreement.
This document constitutes the entire agreement and supersedes all prior discussions. Changes must be in writing and signed by Seller.