Terms & Conditions
TERMS AND CONDITIONS OF SALE
- LIMITATIONS OF WARRANTIES - Quality Aluminum Acquisition, LLC, a Delaware limited liability company d/b/a Quality Aluminum Products ("Seller") warrants all its products to be free from original manufacturing defect and that any purchaser' s material will be processed in a workmanlike manner. This warranty is in lieu of all other express or implied warranties AND EXCEPT FOR THE WARRANTIES SET FORTH IN THE PREVIOUS SENTENCE, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. Products manufactured by a third party ("Third Party Product") may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the goods. Third Party Products are not covered by the warranty in the first sentence of this section. For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. The Seller shall not be liable for a breach of the warranty set forth the first sentence of this section if: (i) purchaser makes any further use of such goods after giving notice of the existence of a defect; (ii) the defect arises because purchaser failed to follow Seller's oral or written instruction s as to the storage, installation, commissioning, use or maintenance of the goods; or (iii) purchaser alters or repairs such goods without the prior written consent of Seller.
- DELIVERY - All orders accepted may be subject to delays or failures in delivery. Seller will not be held responsible for any costs or damages these delays may occasion. Partial shipments are permitted and any portion of an order omitted from an original shipment will be shipped and invoiced at the same price and on the same terms as the original shipment.
- RISK OF LOSS - Regardless of delivery terms, form or language of shipping documents, mode of shipment or who pays for transportation or insurance, title of all goods delivered shall at all times remain with Seller until the full price of all goods subject to the order has been paid. Also, regardless of all the above and of the terms of payments and time or manner of passage of title, all risk of loss or damage to the goods passes to the purchaser as soon as the goods have left Seller's premises or Seller 's supplier's premises in the case of direct shipments or, in the case of goods ordered held or in the absence of timely shipping instructions, or where causes beyond Seller 's control prevent delivery to purchaser, to his agent, or designee or a common or contract carrier, upon the mailing of an invoice to purchaser.
- PRICES - Prices of standard products are subject to change without notice. Prices in special quotations are firm subject to acceptance within 30 days, unless otherwise stated, after which they may be changed without notice. Purchaser shall make all payments hereunder by wire transfer, check or ACH and in US dollars. Credit cards are not accepted.
- CREDIT TERMS - Credit terms specified herein are subject to revocation if Seller in its sole discretion finds it advisable, In case of revocation, Seller may demand payment on delivery or prior to shipment. Unless other terms are provided on the picking ticket, purchaser shall pay all invoiced amounts due to Seller on receipt of Seller's invoice. Purchaser shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller 's breach, bankruptcy or otherwise.
- CLAIMS; REMEDIES - Notice of all claims for defective goods must be received by Seller in writing within thirty (30) days after the delivery of such goods, failing which such claim or claims shall be deemed waived. Not withstanding the foregoing, the cutting or processing in any manner of any goods delivered hereunder shall constitute the complete acceptance of the same and an absolute waiver of any claim for defect. Furthermore no such claims shall be allowed unless for a period of at least ninety (90) days after such notice of claim, the goods have been held by purchaser for Seller's inspection and for Seller 's written instructions as to their disposal. If Seller receive s timely notice and verifies that the goods are defective, Seller shall, in its sole discretion, either: (i) repair or replace such goods (or the defective part) or (ii) credit or refund the price of such goods at the pro rata contract rate provided that, if Seller so requests, purchaser shall, at Seller's expense, return such goods to Seller. THE REMEDIES SET FORTH IN THE PREVIOUS SENTENCE SHALL BE THE BUYER'S SOLE AND EXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN THESE TERMS.
- LIMITATION OF LIABILITY OF SELLER - (a) It is agreed that in no case shall the liability of Seller exceed the actual invoice price paid and shall not extend to any other costs, expenses or damages. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT(INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. (b) It is agreed that in no case shall the Seller be liable for any damages or costs nor be deemed to have defaulted or breached this agreement should the fulfillment of this contract be delayed or rendered impossible by war, invasion, insurrection, riot, the order of any civil authority, delays in or the impossibility of procuring sufficient or suitable raw materials, failure in obtaining or curtailment of carriers or by accident, fire breakdown, strikes, lockouts or labor disputes whether involving or affecting Seller or its plants or Seller's supplier or their plants or by acts or omissions of third parties, force majeure, acts of God and generally by any cause reasonably beyond its control. In any such event, Seller may allocate its available supplies among any or all of its customers on such basis as Seller, in its sole discretion, may determine, without liability to any customer in respect thereof, or Seller may, at its option, make partial delivery or cancel all or part of the present contract.
- PURCHASER'S DEFAULTS - (a) If purchaser refuses to accept any shipment when properly tendered or fails to make any payment provided in this or any other contract with Seller, or if purchaser becomes insolvent, calls a meeting of its creditors, or makes an assignment for the benefit of creditors, or if a bankruptcy, insolvency, reorganization or arrangement proceeding shall be commenced by or against purchaser, or if purchaser has not otherwise performed or complied with any of the terms contained herein, the total amount payable under this and/or any other contract with Seller shall become immediately due and payable and Seller shall in addition have the right to withhold any further shipments to purchaser until such full payment has been made and/or treat this and all other contracts made with purchaser as breached and exercise such other rights as applicable laws permit. (b) A charge will be imposed on overdue sums owing to Seller at the rate of 1.5% per month (18% per annum), or the legal maximum permitted under applicable law, if less. (c) In the event that Seller is compelled to resort to a collection agency or similar organization or to the services of a lawyer either to collect the amount in arrears or enforce any rights it may have, purchaser agrees to pay Seller in addition to the above-mentioned charge on overdue sums, the costs of collection, attorney 's fees and other expenses incurred in connection therewith by the Seller. (d) No waiver by Seller of any default by purchaser shall be deemed a waiver of any subsequent default or of any of Seller 's rights and remedies. No waiver by Seller of any of the provisions of this contract is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this contract operates, or may be construed, as a waiver thereof. (e) In addition to all other remedies available under these Terms or at law(which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any goods if purchaser fails to pay any amounts when due hereunder and such failure continues for 30 days following written notice thereof. (f) Seller 's rights and recourses are cumulative and not alternative.
- RETURNED MATERIAL - Prior written authorization must be obtained from Seller before material can be returned. Only standard products in unopened undamaged original containers are returnable. Credit for returned material will be at the original invoice price less 20% restocking charge. All authorized returns shall be C.T.F. Seller 's original shipping point. Must have been purchased within the last 90 days.
- NO ASSIGNMENT - No rights or obligations of purchaser arising hereunder may be assigned without the prior written consent of Seller.
- TAXES - Sales, use, excise, property or similar taxes arising out of or relating hereto are not included in the price. All such taxes are the responsibility of purchase Seller may at any time bill purchaser separately for any such taxes which Seller may be called upon to pay and purchaser will pay on demand all such taxes when so billed.
- SUBMISSION TO JURISDICTION - SERVICE - Purchaser consents to the jurisdiction over him in any legal proceedings that may be brought in connection herewith of courts of the state of Michigan and federal courts located in that state. Seller may elect to enforce its rights against purchaser in any other court having jurisdiction. Purchaser agrees that service of process in any legal proceedings that may be brought in connection herewith may be effected by mail to purchaser 's last address listed in the records of Seller.
- GOVERNING LAW, ETC, - The invalidity or illegality of any one clause shall not invalidate the balance of this agreement. This agreement and the rights and obligations arising hereunder shall be governed by the laws of the state of Michigan without giving effect to its choice or conflict of law provisions.
- ENTIRE AGREEMENT, ETC. - This contract is the entire agreement between the parties and supersedes all previous or simultaneous verbal or written representations of any sort made by anyone whatsoever. It cannot be modified except in writing signed by one of Seller's officers. Notwithstanding any terms that may be contained in any document furnished by purchaser, regardless of when prepared, delivered or received by Seller, purchaser's order is accepted only on the condition that purchaser assents to all of the terms and conditions herein contained, including any additional or different terms, which assent may be given by the execution of this document by purchaser. If not so signed by purchaser, purchaser 's failure to give written notice of objection to any such terms and conditions within ten (10) days following the mailing of this confirmation to purchaser, or purchaser's giving of any specifications, assortment or delivery instructions shall constitute purchaser' s assent to all the terms and conditions hereof.
- PURCHASER'S ACTS OR OMISSIONS. If Seller's performance of its obligations is prevented or delayed by any act or omission of purchaser or its agents, subcontractors, consultants or employees, Seller shall not be deemed in breach of its obligations or otherwise liable for any costs, charges or losses sustained or incurred by purchaser, in each case, to the extent arising directly or indirectly from such prevention or delay.
- COMPLIANCE WITH LAW. Purchaser shall comply with all applicable laws, regulations and ordinances. Purchaser shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this agreement.