Michigan Seamless Tube, LLC

Terms and Conditions of Sale

 

1. General. These terms and conditions of sale are a material part of the agreement between Michigan Seamless Tube LLC (“MST”) and Purchaser for the sale and purchase of products. MST objects to, and shall not be bound by, any changes to or conflicts with these terms and conditions on Purchaser’s purchase order. These terms and conditions, which may be changed upon 30 days’ written notice to Purchaser, supersede any inconsistent terms and conditions in any documentation submitted by Purchaser to MST.

2. Quotations. All quotations are made for immediate acceptance and are subject to withdrawal or change prior to acceptance. Quotations do not include any provision for any Federal, state or any other special sales or excise tax. If any such tax is applicable, then such tax will be charged and must be paid by Purchaser. Changes in design after original quotation, necessitating additional costs for tools or manufacture, will be charged to Purchaser.

3. Order Acceptance and Cancellation. Purchaser’s order shall be deemed accepted only when accepted in writing by MST. MST reserves the right to ship as much as 10% more or less than the quantity ordered and Purchaser shall be invoiced accordingly. Any order accepted by MST may not be canceled, in whole or in part, by Purchaser except with the written consent of MST, and then only upon terms and conditions agreed upon, which shall include protection of MST against all loss.

4. Specifications. Unless otherwise instructed on order, products will be manufactured to MST’s standard published tolerances or variations. Unless ordered otherwise, products will be manufactured to outside diameter and wall thickness dimensions. If inside diameter is the more important dimension, the product should be ordered to OD and ID dimensions. Only two of the three cross sectional dimensions (OD, ID or Wall) in any tube are subject to standard tolerances. All products will be oiled before shipment unless otherwise specified. In event Purchaser specifies no rust preventive be applied, MST takes no responsibility for damage due to rust, regardless of whether or not rust preventive is applied.

5. Tools. Charges made for special tools and dies do not convey title or the right to remove them from MST’s possession. Maintenance of tools will be at the expense of MST. In the event of no reorder for a period of two years, the right is reserved to scrap the tools without further notice.

6. Shipment and Delivery. All products are shipped F.O.B. MST’s plant in South Lyon, MI. Freight rates prevailing at time of shipment are effective on all shipments. In the event that product is ordered as Purchaser Supplied Truck, Purchaser Pick-Up or orders that are subject to an appointment for delivery, and Purchaser fails to cause the product to be picked up on or before the later to occur of (i) thirty (30) days following the proposed manufacturing completion date or (ii) the actual date the ordered product is manufactured, then Purchaser will be subject to a storage fee in the amount of one and one-half percent (1.5%) of the invoice amount per month for each month that the product remains on MST’s premises, such storage fee to accrue commencing on the manufacturing completion date. Risk of loss and title pass to Purchaser when the product is loaded on to the truck at MST’s plant. Carriers are responsible for product lost or damaged in transit. Therefore, as required in Section 2, paragraph “B” of the Uniform Bill of Lading, in case of loss or damage en route, consignee must immediately notify the responsible carrier at destination in writing in order to substantiate formal claim when presented.

7. Payment. Payment for products is due within 30 days of the date of invoice, provided that Purchaser may take a .75% discount if payment is made within 10 days of the date of invoice. All indebtedness after due date shall bear interest at the rate of 1-1/2% per month or the highest rate permitted by state law, whichever is less. Purchaser shall reimburse MST for the cost of any collection agencies or any legal proceedings, including reasonable attorneys fees, or other costs incurred by MST in order to receive payment from Purchaser of past due indebtedness. If at any time in MST’s judgment Purchaser may be or become unable or unwilling to meet the specified payment terms, or if MST shall reasonably deem itself insecure, MST may require satisfactory assurances of full or partial payment as a condition of commencing or continuing manufacture, or in advance of shipment, or if shipment has already been made, MST may recover the goods from the carrier. MST may (i) setoff any monetary obligations of MST to Purchaser or Purchaser’s affiliates against any sums owing by Purchaser or Purchaser’s affiliates to MST and/or (ii) recoup such obligations from any amounts paid to Purchaser or Purchaser’s affiliates by MST.

8. Taxes. Prices do not include sales or delivery taxes. If MST is required to collect such taxes or similar government charges, Purchaser shall be responsible for paying such taxes or charges.

9. Warranties and Claims. MST warrants only to Purchaser that its products will be free from defects in materials and workmanship and will meet agreed specifications under normal storage and use conditions for a period of one year from the date of shipment. No returned goods will be accepted for credit or replacement due to any cause unless such return has been authorized by MST. MST reserves the option to inspect defective material at Purchaser’s plant before it is returned. If product fails to meet specifications, MST will replace the non-conforming product or, if unable to do so, refund the purchase price. MST will repair or replace at its option any product sold to Purchaser that is found to be defective or which otherwise fails to conform to specifications. In lieu of repair or replacement, MST may, at its option, refund to Purchaser the product price paid. Purchaser’s remedies with respect to any product sold by MST found to be defective or not in conformity with specifications shall be limited exclusively to the right of repair, replacement, or repayment of the price as set forth above. MST’s liability for any other breach of warranty shall be limited to the difference between the delivered price of the product and the market price of such product at the delivery point at the time of such breach. Defective conditions in the product caused by third parties, acts of God, abnormal use or stress or other matters unrelated to MST’s activities are specifically excluded from the coverage of this warranty. MST MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMNS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM USAGE OF TRADE OR COURSE OF DEALING. THE FOREGOING REMEDIES ARE PURCHASER’S ONLY REMEDIES FOR BREACH OF A WARRANTY OR ANY OTHER CLAIM. MST DISCLAIMS LIABILITY TO PURCHASER OR TO ANYONE PURCHASING FROM PURCHASER FOR ANY LOST PROFITS, LOSS OF USE, OR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SALE OR DELIVERY OF MST’S PRODUCTS, WHETHER IN CONTRACT, NEGLIGENCE, TORT, OR OTHERWISE. Claims of any nature must be presented in writing by Purchaser within thirty (30) days after receipt of shipment to receive consideration. No action may be brought against MST more than one year after the accrual of the cause of action.

10. Inability to Perform/Delays. If MST is unable, wholly or in part, to perform its obligations under any sales/purchase agreement due to acts of God, floods, fire, unplanned equipment outages, weather, industrial disturbances, war, unavailability of raw materials at reasonable cost, or due to any other cause beyond its reasonable control, MST’s obligations shall be suspended for the continuance of its inability to perform.

11. Governing Law and Jurisdiction. Sales of product by MST to Purchaser shall be deemed to have been made in the state in which MST manufactures the products for Purchaser and any contract regarding such sale shall be construed under the laws of such state without reference to such state’s conflict of laws principles. Any claim arising from the sale of MST’s products shall be subject to the exclusive jurisdiction of a court of competent jurisdiction in the state in which MST’s manufacturing facility is located. The United Nations Convention of Contracts for the International Sale of Goods shall not apply to any sales of products by Seller that are subject to these terms and conditions.

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