Terms & Conditions.
The following terms and conditions of sale shall be applicable to all sales made by Riverside Steel, Inc., except where it is otherwise expressly agreed in writing. Acceptance of delivery of any or all goods ordered by a purchaser shall constitute an agreement by the purchaser to these terms and conditions of sale.
The prices quoted may be changed by us without notice in order to reflect our prices at times of shipment and any increase in transportation, labor or other costs. If a delivered price has been quoted, any changes in destination for spotting, switching, handling, storage, and other accessorial services and demurrages shall be borne by you, and any increase or decrease in transportation charges shall be added to the quoted price. We reserve the right to correct any obvious errors in specifications or prices. All prices are FOB factory, Vienna, Ohio.
Any taxes which under any existing or future law we may be required to pay or collect with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any of the goods or services covered shall, if not separately shown, be added as a separate item to the quoted price, and shall be paid by you to us on demand. The foregoing shall not apply to any taxes, the payment or collection of which by us is excused by reason of delivery to us of valid tax exemption certificates.
Terms of Payment
Unless otherwise expressly provided, payment shall be due 30 days from the date of each invoice, without discount. Any cash discount which may be expressly provided for applies only to the sale price of the goods at the shipping point, and does not apply to any charges made for taxes, storage, loading, or transportation. Interest shall be charged at the rate of 18 percent per annum on all past due accounts. Calculations of the cash discount period and/or net cash due date is from the date of Seller's invoice and not from date material is delivered.
Suspension of Performance
If in our judgement reasonable doubt exists as to your financial responsibility, or if you are past due in payment of any amount owing to us, we reserve the right, without liability and without prejudice to any other remedies, to suspend performance, decline to ship, or stop any material in transit, until we receive payment of all amounts, whether or not due, owing to us, or adequate assurance of such payment.
Unless otherwise expressly stated, shipment may be by carrier or other means selected by us. Title to any goods priced at shipping point shall pass to you upon delivery at such shipping point; title to any goods priced at destination shall pass to you upon delivery at the destination specified.
If any goods received by you are damaged, or if the quantities received by you do not agree with the quantities indicated on the shipping documents, and if you intend to assert any claim against us on the account, you shall mark an exception on your receipt to the carrier and shall, within 15 days after receipt of such goods, furnish us detailed written information as to any damage or shortage. You shall advise us in writing promptly after receipt of any goods, and in no event not later than 30 days after such receipt, of any other claim you may have against us with respect to such goods. If you have any claims against us with respect to any goods, you shall afford us a reasonable opportunity to inspect such goods. Any action for breach of this contract must be commenced within one year after the cause of action shall accrue, and no such action may be maintained which is not commenced within such period.
Limitations of Liability
Your exclusive remedy for breach of contract as to any goods, and our only liability for any such breach, shall be replacement or repair of such goods, or repayment to you of the purchase price paid by you for such goods, whichever such remedy we shall select, and if we elect to repay the purchase price of any goods and to advise you, you must return such goods to us immediately. In no event will we be liable for incidental or consequential damages.
If any of the goods are to be furnished to your specifications, you agree to indemnify us and our successors and assigns, against all liabilities and expenses resulting from any claim of infringement of any patent in connection with the production of such goods.
Compliance with Laws
Any clause required to be included in a contract by any applicable law, or by any administrative regulations having the effect of law, is hereby incorporated herein.
A contract may be cancelled or modified only be written agreement between us. Your insistence upon cancelling or suspending fabrication or shipment, or your failure to furnish specifications when required, may be treated by us as a breach of contract by you, and we may cancel any unshipped balance without prejudice to any other remedies we may have.
The terms set forth herein constitute the sole terms and conditions of the contract between you and us. No other terms, conditions or understanding, whether oral or written, shall be binding upon us, unless hereafter made in writing and signed by our authorized representative.
Upon acknowledgement of your order by us, the above supersedes all other terms and conditions of sale and warranties, expresed or implied.
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