Terms and Conditions of Sale
1. PRICES
INTERNATIONAL COMMERCIAL TERMS 2020 (INCOTERMS® 2020) apply. Pricing will be determined by the quote provided by LaPorte Custom Metal Processing, LLC (“Seller”). Scrap credit rates are subject to change at the time services are completed. Seller shall notify Buyer of such rates at such time.
2. TAXES AND CHARGE
In addition to the price, Buyer shall pay Seller the amount of all government taxes, excises and/or other charges that Seller may be required to pay with respect to the service of any products released for customer access from Seller’s facility hereunder, where the law provides otherwise. Buyer shall also pay Seller a late payment charge of 1.5% per month of the service price of any services for each month or part thereof that said price is not paid when due. If legal efforts are required to collect past due invoices, Buyer shall pay all reasonable legal and collection fees.
3. WARRANTY
Seller warrants that services delivered hereunder meet Seller’s standard specifications for the service or such other specifications as have been expressly agreed upon with Buyer in writing. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABLILITY AND FITNESS FOR A PARTICULAR PURPOSE, EACH OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED.
4. BUYER’S REMEDIES AND LIMITATION
Buyer’s retrieval of any products made available following services hereunder shall constitute an unqualified acceptance and a waiver of any and all claims with respect to such service unless Buyer notifies Seller within 30 days of such retrieval that the products do not conform to the warranty outlined in paragraph 3 above. Given the proper notice referred to above, Seller’s liability under said warranties shall be limited to a credit for the value of the services provided. Seller shall pay transportation costs of products to and from Seller’s plant only if Seller directs Buyer to return same in writing. In all other events, Buyer shall pay such costs. Buyer assumes all risk and liability for the results obtained by the use of the serviced products delivered hereunder in manufacturing processes of Buyer or in combination with other substances. No claim of any kind whether as to services performed or non-performance of services shall be greater in amount than the price of the services in respect of which such claim is made, and in no case shall Seller be liable for incidental, consequential, special, exemplary, punitive or similar damages whether or not caused by the negligence of Seller.
5. CONTINGENCIES
Seller shall not be liable for its failure to perform hereunder due to causes or contingencies beyond its control, including, but not limited to, labor disputes, fires, floods, pandemics and epidemics, accidents, acts of God, acts of law or public authorities, and Seller may at its option cancel or reduce services accordingly, or allocate supply in such manner as it deems equitable.
6. QUANTITIES
Services will be provided only for products provided by Buyer to Seller. In the event of any defects in material provided by Buyer to Seller, Seller shall notify Buyer of any such defects and Buyer shall promptly remove such material from Seller’s facility at Buyer’s expense and risk. Seller shall hold such materials at Buyer’s risk until removal. To the extent Seller is unable to complete the services as a result of process-related limitations on its ability to do so, Seller shall so notify Buyer and shall not provide further services with respect to the affected material. In such event, Buyer shall promptly remove such material from Seller’s facility at Buyer’s expense and risk, and Seller shall hold such materials at Buyer’s risk until removal.
7. PAST DUE INDEBTEDNESS
No services shall be commenced hereunder until all past due indebtedness of Buyer to Seller has been paid.
8. BUYER’S ACCEPTANCE OF ABOVE CONDITIONS
This order shall be subject to the terms and conditions contained or referred to in Seller’s quotation and in this document, and to no other terms whatsoever. No waiver, alteration or modification of these terms and conditions shall be valid unless in writing and signed by an authorized representative of Seller. No modification shall be effected by the acknowledgment or acceptance of purchase order forms containing other or different terms or conditions whether or not signed by any other representative of Seller. BUYER’S RECEIPT OF THIS DOCUMENT SHALL CONSTITUTE AN ACCEPTANCE BY THE BUYER OF ALL THE TERMS AND CONDITIONS CONTAINED HEREIN EXCEPT FOR ANY TERM AND CONDITION TO WHICH BUYER SHALL PROMPTLY OBJECT IN WRITING.
9. APPLICABLE LAW
The validity, interpretation and performance of the sale shall be governed by the laws of the State of Indiana, United States of America, without regards to any choice of law provisions.
10. NOTICE OF RIGHTS UNDER NATIONAL LABOR RELATIONS ACT:
If applicable, Contractor agrees to abide by the requirements of 29 C.F.R., Part 471, Appendix A to Subpart A, which are incorporated hereby by reference.
11. CANCELLATION POLICY
The terms of Haynes’ cancellation policy (https://haynesintl.com/en/investor-relations/corporate-governance/corporate-policies/cancellation-policy/) will apply to orders cancelled without cause unless otherwise agreed between Buyer and Seller.
12. 41 C.F. R.
If applicable, the parties hereby incorporate by reference the requirements of 41 C.F.R. Sections 60-1.4(a), 60-250.5(a), and 60-741.5(a).