Terms & Conditions: By accepting an Order from Buyer, Seller accepts these Purchasing Terms and Conditions without change or modification.
I. Buyer reserves the rights to cancel, renegotiate, and/or demand any market difference for any undelivered part of this contract at any time without prejudice if the goods not delivered within the contract validity time specified on the contract. Time is of the essence.
II. All shipments made direct to customers will be governed by customer weights, assay and reports.
III. Maximum variance in quantity and amount allowed is +/- 5% of contract.
a. Claims, if any, have to be settled by Seller after the material has been received, verified, and inspected by our customers at an overseas or domestic
final destination point.
b. Weight Determination: Weight variation of 0.5% or 100kgs, whichever is lower, against Bill of Lading weight is allowed. Shortage/overweight to be compensated in full (CNF/delivered value) including the weight variation franchise. Final claim will be based upon SGS, Alex Stewart, other independent inspection reports, or final reports provided by the buyers.
c. Quality and Miscellaneous Penalties:
1. All quality claims will be settled as per ISRI standards.
1. Oversize: up to $20/MT
2. Grade difference: <40%: $20/MT, <40%: $40/MT or as agreed between seller and buyer
3. Iron slag, turning, clippings: full CNF value and up to 100% disposal charge depending upon percentage
4. Closed container: $200/closer container
5. Tires: small/large: 0.5MT/0.8MT weight deduction/tire respectively
6. Inactive bullets: $300/bullet or return of full shipment at seller’s expense
7. Inactive bomb: $1000/bomb or return of full shipment at seller’s expense
8. Heavily corroded/oxidized material: $25/MT to full CNF value/Mt depending upon the quality
9. Tin can bundles: Up to 150% of the CNF price or return of full shipment at seller’s expense
10. Thin Sheets: Up to $80/MT
11. <5 containers per Bill of Lading will incur a $200 per B/L penalty unless otherwise written on the contract
12. >0.8MT/piece: $25/MT.
13. If inspection reports show that there is excess of 5% dirt, sediment, and/or impurities per shipment, a disposal fee up to 100% and full CNF purchase price may be charged.
d. Container repairs will be the seller’s financial responsibility if the independent inspection reports show that container damage was done before unloading at final destination.
V. If any weapons, explosives, radioactive materials or any other dangerous materials are found in the cargo, Seller assumes all responsibilities and hold Byer harmless for all losses, claims and liabilities, including attorney’s fees. in addition to Byer having the right of returning the cargo to the Seller at the Seller’s cost.
VI. If a signed contract is not returned to CNA Metals Limited within 3 business days of contract date, the Seller agrees to all terms and conditions.
VII. If at any time during the existence of this contract either party is unable to perform whole or in part any obligation under this contract, because of war, hostility, military operation of any character, civil commotion’s, sabotage, quarantine restriction, acts of Government, fire, floods, explosions, epidemics, strikes or other labor trouble, embargoes, then the date of fulfillment of any obligation shall be postponed during the time when such circumstances are operative. Any waiver/extension of time in respect of the delivery of any installment or part of the goods shall not be deemed to be waiver/extension of time in respect of the remaining deliveries. If operation of such circumstances exceeds one month, either party will have the right to refuse further performance of the contract in which case neither party shall have the right to claim eventual damages. The party which is unable to fulfill its obligations under the present contract must within 30 days of occurrence of any of the causes mentioned in this clause inform the other party of the existence of the circumstances preventing the performance of the contract. Certificate issued by a Chamber of Commerce or any other competent authority connected with the cause in the country of the Seller or the buyer shall be sufficient proof of the existence of the above circumstances and their duration. Non-availability of material will not be an excuse to the Sellers for not performing their obligations under this contract.
VIII.This agreement, including but not limited to any matters concerning its validity, construction, enforcement and interpretation, and any matters arising out of, relating to, or concerning this agreement or a breach thereof (together, any ‘Controversy’) shall be governed by the laws of the State of Texas. Seller hereby acknowledges, consents, and irrevocably submits to Texas jurisdiction for any Controversy. The parties agree that all Controversies shall be brought only in the State courts of Fort Bend County, Texas and the parties irrevocably submit to such Courts ; provided, however, that Buyer may, in its sole discretion, submit or seek to compel any Controversy to arbitration in Fort Bend, Texas before the American Arbitration Association (“AAA”) in accordance with the AAA’s Commercial Arbitration Rules. Seller hereby acknowledges and agrees that Buyer has a unilateral right to demand arbitration and that, should Buyer so demand, arbitration of any Controversy claimed or asserted by either party shall be mandatory. In any proceeding held to determine any Controversy, the prevailing party shall be awarded its attorneys’ fees, costs and expenses incurred, in addition to all other damages.
IX. Seller warrants that all goods provided hereunder have been produced and all services performed are in compliance with applicable federal, state and local laws, ordinances, codes, rules, regulations or standards, including without limitation, the Fair Labor Standards Act, and those pertaining to the manufacture, labeling, invoicing and sale of such goods or services, environmental protection, immigration, employment and occupational safety and health.
X. If any of the goods and/or services furnished hereunder are found at any time to be defective in material or workmanship or otherwise not in conformity with the requirements of this Order, Buyer, in addition to any other rights which it may have under all applicable warranties or otherwise, may at its option correct or have corrected the nonconformity at Seller’s expense, or reject and return such goods and/or discontinue such services at Seller’s expense. Such goods and/or services shall not be replaced or continued without written authorization from Buyer. Buyer may accept, without prejudice, a portion of any shipment, and, at its option, have Seller promptly repair or replace any non-conforming portion of the shipment, at Seller’s expense. Items rejected shall be removed promptly by the Seller at its expense and at its risk.
XI. To the fullest extent permitted by law, Seller agrees to indemnify, save harmless, and defend Buyer and its affiliated companies, and each of their respective customers, directors, officers, employees and agents, from and against any loss, liability, cost, expenses, suits, actions, claims and all other obligations and proceedings whatsoever, including without limitation, all judgments rendered against, and all fines and penalties imposed upon Buyer and any reasonable attorney’s fees and any other cost of litigation (hereinafter collectively referred to as “liabilities”) arising out of injuries to persons, including death, or damage to property, caused by Seller, its employees, agents, subcontractors, or in any way attributable to the performance and prosecution of the work herein contracted for, including without limitation breach of warranty or product liability except that Seller’s obligation herein to indemnify Buyer shall not apply to any liabilities arising from Buyer’s sole negligence.
XII. Seller warrants that it has clear title to all items furnished subject hereto and that they are being delivered free and clear of any encumbrances. The Seller further warrants that all such items shall conform to the Seller’s specifications, the requirements of this Order and approved sample or samples, if any, and further, that such shall be merchantable and fit for the Buyer’s or its customer’s intended use and that such items shall be free from defects in design, material and workmanship (collectively, the “Seller’s Warranty”). Seller’s Warranty shall remain in effect for a period of 24 months after the date of delivery. Neither approval by the Buyer of the Seller’s design nor acceptance of the goods shall release or discharge Seller from liability for damages resulting from a breach of Seller’s Warranty. If any defect, failure or other non-conformity appears, Buyer shall have the right to take the following actions: (1) retain such defective items and an equitable adjustment will be made in the Order price for such defective items; (2) require Seller to repair or replace such defective items, at the Seller’s sole expense, including all shipping, transportation, and installation costs in accordance with the PO; or (3) correct or replace such defective items with similar items and recover the total cost thereof from the Seller. The aforesaid warranties shall survive acceptance and payment and shall run to Buyer, its customers and their successors in title and shall not be deemed to be exclusive, but shall be in addition to Buyer’s other rights under the terms of this Order or at law or equity.
THIS WEBSITE PAGE AND THE PURCHASE ORDER INCLUDES ALL OF THE TERMS HEREOF. No terms and conditions other than the terms and conditions set forth in this Order, including any terms and conditions in any document attached to or incorporated by reference, shall be binding upon Buyer unless accepted by it in writing signed by the Buyer’s Purchasing Agent or General Manager. Notwithstanding any other provision of this Order, Buyer reserves expressly the right to revoke this Order at any time prior to receipt of notice of acceptance by Seller. Acceptance is limited to the terms stated herein. All terms and conditions contained in any prior proposal or acknowledgment of this Order which are different from or in addition to the terms and conditions of this Order are hereby rejected and shall not be binding on Buyer, whether or not they would materially alter this Order, and Buyer hereby objects thereto. Seller will without qualification be deemed to have assented to all terms and conditions contained herein if any part of the goods and/or service covered by this Order is shipped or an invoice is presented in connection with the said goods and/or services.